Directors' Duties & Conflicts
PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS BEING IMPLEMENTED IN PHASES AND MAY CHANGE SOME OF THE TEMPLATES BELOW.
The Directors' Duties & Conflicts section helps private companies manage directors’ duties and conflicts of interest in line with company law and good governance practice.
It includes:
- a practical guidance note on directors’ duties and conflicts of interest;
- shareholder resolutions and Companies House filing letters;
- board minutes and director notices to record declarations of interest;
- conflicts policies, GDPR governance documents and registers.
These templates are designed for use by company secretaries, administrators and directors in private companies.
The Guidance Notes: Directors’ Duties & Conflicts of Interest provide a concise, practical guide for private companies covering the law on directors' duties and, in particular, conflicts of interest. Directors’ duties and conflicts are prescriptive areas of the law and the guidance note summarises the key common law and legislative requirements.
When To Use These Templates
Use these templates when you are:
- briefing the board on directors’ duties and conflicts of interest;
- putting in place shareholder authority for the board to authorise conflicts;
- arranging for directors to declare interests in proposed or existing transactions;
- documenting board consideration and approval of declared interests;
- implementing or updating a conflicts of interest policy and related GDPR governance;
- setting up or maintaining conflicts registers and gifts and hospitality records;
- filing shareholder resolutions with Companies House.
📁 Templates In This Section
Guidance and policy framework
- Guidance Notes: Directors’ Duties & Conflicts of Interest
- Conflicts of Interest Policy (private limited company)
Shareholder approvals and Companies House filings
- Shareholders’ Ordinary Resolution - Enabling Directors to Authorise Conflicts of Interest
- Letter to Companies House – File Shareholder Resolution to Authorise Conflicts of Interest
- Shareholders’ Ordinary Resolution to Approve a Substantial Property Transaction
Director declarations and board minutes
- Board Minutes – Declaration Of Director's Interests
- Board Minutes to Declare Directors’ Interests
- Letter – Declaration of Director’s Interest in Proposed Transaction (s.184)
- Declaration of Director’s Interest in Proposed Transaction (s.177)
- Declaration of Director’s Interest in Existing Transaction (s.182)
- General Notice of a Director’s Interests (s.185)
- General Notice of Director’s Interests (s.185)
GDPR and wider governance
Registers and records
🔀 Document Toolkit: Typical Sequence (may vary)
- Use the guidance note to brief the board and company officers on directors’ duties and conflicts.
- Put in place any necessary shareholder authority (for example, enabling the board to authorise conflicts or approving a substantial property transaction).
- Ensure directors declare their interests using the appropriate declaration or general notice template.
- Record the board’s consideration and decisions in board minutes, including any approvals or conditions.
- Maintain up-to-date conflicts and gifts/hospitality registers, and keep all signed resolutions, notices and minutes with the company’s records.
Each document in the Directors' Duties & Conflicts section is drafted to comply with the Companies Act 2006 and related legal requirements.
- Guidance Notes: Directors’ Duties & Conflicts of Interest
- Shareholders’ Ordinary Resolution - Enabling Directors to Authorise Conflicts of Interest
- Letter to Companies House – File Shareholder Resolution to Authorise Conflicts of Interest
- Board Minutes – Declaration Of Director's Interests
- Letter – Declaration of Director’s Interest in Proposed Transaction (s.184)
- General Notice of a Director’s Interests (s.185)
- Shareholders’ Ordinary Resolution to Approve a Substantial Property Transaction
- GDPR Memo to Board of Directors
- Board Minutes - GDPR Compliance
- Conflicts of Interest Policy (private limited company)
- Declaration of Director’s Interest in Proposed Transaction (s.177)
- Declaration of Director’s Interest in Existing Transaction (s.182)
- General Notice of Director’s Interests (s.185)
- Board Minutes to Declare Directors’ Interests
- Conflicts of Interest Register
- Register of Interests (Gifts & Hospitality)
Directors' Duties & Conflicts is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.
Frequently Asked Questions
A director has a personal interest in a contract we are about to sign. What must they do?
They must declare the nature and extent of the interest to the other directors before the company enters into the transaction, under section 177 of the Companies Act 2006. The declaration can be made at a board meeting, by written notice under section 184 or by general notice under section 185. Simply-Docs provides declaration of interest letters for both the s.177 and s.184 routes plus matching board minutes.
What if the interest only comes to light after the contract has been signed?
The director must declare it as soon as reasonably practicable under section 182 of the Companies Act 2006, which covers interests in existing transactions. Unlike section 177, failure to declare under section 182 is a criminal offence punishable by a fine. Use the Declaration of Director's Interest in Existing Transaction (s.182) template to record the declaration properly and note it in the minutes.
Can the board authorise a director's conflict of interest without going to shareholders?
Usually yes in a private company. Under section 175(5)(a) of the Companies Act 2006 the other directors can authorise a conflict situation provided nothing in the articles invalidates this, the conflicted director is not counted in the quorum and the decision would pass without their vote. Private companies incorporated before 1 October 2008 first need a shareholders' ordinary resolution enabling board authorisation, which Simply-Docs provides.
Do we need shareholder approval to buy an asset from, or sell one to, a director?
Only if the non-cash asset is substantial: worth more than £100,000, or worth more than 10% of the company's asset value and over £5,000. Section 190 of the Companies Act 2006 then requires an ordinary resolution, and an unapproved transaction is voidable with the director liable to account. Simply-Docs provides a Shareholders' Ordinary Resolution to Approve a Substantial Property Transaction.
Does a director have to repeat the declaration for every transaction with the same party?
No. A general notice under section 185 of the Companies Act 2006 lets a director declare once that they are interested in dealings with a specified body corporate or firm, or connected with a specified person, and that notice covers future transactions of that kind. Simply-Docs provides General Notice of a Director's Interests (s.185) letters, and no declaration is needed where the other directors are already aware of the interest.
Do we still need a conflicts register now Companies House holds the statutory registers?
A conflicts register has never been a statutory register, so the November 2025 abolition of local statutory registers does not change its status: it remains good governance rather than a legal requirement. It evidences that declarations were made and authorisations recorded, which matters in due diligence and disputes. Simply-Docs provides a Conflicts of Interest Register and a Register of Interests (Gifts & Hospitality) for this purpose.