resolution to approve director indemnity and insurance


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This resolution doc maker is intended for use with our template director deed of indemnity when a company wishes to indemnify a director for:

  • liability arising from their acts or omissions as a director of the company
  • costs incurred in defending or settling claims brought against them in their capacity as a director of the company, to the maximum extent allowed under the Companies Act 1993.

This resolution doc maker also approves the company effecting directors’ and officers’ liability insurance in favour of the directors of the company for liabilities and costs incurred in their capacity as a director of the company, to the maximum extent allowed under the Companies Act 1993.

The company may only provide the indemnity and/or take out the insurance contemplated by this resolution if it is expressly authorised by its constitution to do so. The Simmonds Stewart constitution doc maker includes the required authorisations.

This directors’ resolution assumes that the directors will sign a written resolution, rather than approve the agreement during a meeting.  A written resolution must be signed by all directors of the company.

The directors who sign a directors’ resolution authorising the company to take out directors’ and officers’ liability insurance will also need to sign a directors’ certificate that complies with section 162(6) of the Companies Act 1993 (the form of which is included in this doc maker).

The company must update its interests register to record any indemnity given to, or insurance effected for, any director of the company.

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