Loan to director: set of documents

These sets of documents satisfy the legal requirements for recording that the correct procedure was followed when a company lends to a director. There are two sets: one that allows you to authorise the loan in a general meeting of shareholders or members; and one that follows a newer procedure of using a written resolution. The documents are written in plain English and are presented in standard layouts.
Suitable for use in: England & Wales and Scotland
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About this set of documents

These documents allow a company to authorise a loan of money to a director by following one of two possible procedures.

Of all the business of a company, there are few more important that should be recorded than the relationship between a lender company and a borrower director.

Firstly, there are tax implications for both the company and the director. HMR&C may wish to see evidence that the loan was approved by the members and that the terms match the economic reality.

Secondly, if there are shareholders who are not directors, it becomes important also to make quite sure that the records in this document set are properly completed and may be copied among affected parties. A loan to a shareholder-director could be said to be unfairly favourable to him or her, and to the detriment of other members.

The Companies Act 2006 allows you to authorise lending in two ways: in members’ general meeting or by way of written resolution. We have taken advantage of this flexibility by providing two sets of documents – one for each procedure.

The draft minutes and notices provided here are, of course, as required by the Companies Act 2006. They are written in plain English and have standard layouts.

There is no obligation to file a copy of any of these documents at Companies House (unlike a loan to a company).

Documents included

Documents for approval at a general meeting

  1. Minutes of meeting of the directors
  2. Consent to short notice for General Meeting
  3. Notice of General Meeting
  4. Minutes of General Meeting
  5. Proxy voting form

Documents for a written resolution

  1. Minutes of meeting of the directors
  2. Written resolution
  3. Statement under section 291(4)
  4. Member approval to written resolution

This document set does not record the terms of the loan. For that, you will need a separate agreement.


  • suitable for both types: general meeting or written resolution
  • provide option to call a meeting at short notice
  • contain modern provisions in plain English
  • allow you to draw the text of your minutes and resolutions to suit your exact business needs
  • full of practical and commercial help and suggestions

This document was written by a solicitor for Net Lawman. It complies with current English law.

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