A conflicts of interest register is only useful if a director can see, in one line, what was declared, when, and what the board did about it. Below are the four documents that make that possible: a declaration of interests form, a register template, a procedure for declarations made in the meeting itself, and a policy skeleton. Copy them as they stand.
What is a register of interests, and what must it record?
A register of interests is the standing record of every interest held by a board member or senior decision maker that could conflict with the organisation's interests. It records the person, the nature and extent of the interest, the date it was declared, how it is being managed, and the date it ceased. No UK statute prescribes its format.
The duty it supports is statutory. Section 175 of the Companies Act 2006 requires a director to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company, and says the duty applies in particular to the exploitation of any property, information or opportunity, whether or not the company could have taken advantage of it. That duty is not breached where the situation cannot reasonably be regarded as likely to give rise to a conflict, or where the matter has been authorised by the directors. Authorisation only counts if quorum was met without counting the interested director, and the matter was agreed without their vote (section 175(6)).
Transactions sit under a different section. Section 175(3) expressly disapplies the avoidance duty to a conflict arising in relation to a transaction or arrangement with the company, because section 177 covers it instead: a director interested directly or indirectly in a proposed transaction or arrangement must declare the nature and extent of that interest to the other directors, before the company enters into it. Where the company has already entered into the transaction, section 182 requires the same declaration as soon as is reasonably practicable, and under section 183 a director who fails to make it commits an offence, punishable by a fine on summary conviction or on indictment. A section 177 failure is not a criminal offence; a section 182 failure is. (Statutory text checked on 4 September 2026.)
Both sections allow the declaration to be made by general notice under section 185, which is what a well-kept register in effect operationalises: a standing, dated statement of interests that the board has already seen.
Who this applies to
Directors of UK companies, including charitable companies and community interest companies; charity trustees; NHS trust, foundation trust and integrated care board members and senior decision-making staff; and housing association board members. If you chair a board, take its minutes, or run its nominations committee, the register is your document to own.
What the board needs to decide
- Who is in scope. Directors and trustees always. Whether the register extends to the executive team, committee co-optees, and the company secretary is a board decision, and in the NHS it is largely made for you.
- What counts as declarable. Financial interests, directorships and trusteeships elsewhere, employment, contracts with the organisation, gifts and hospitality above a threshold, and interests held by close family or connected persons.
- Whether the register is published. Listed companies, charities and NHS bodies face different expectations. Decide once, write it into the policy, and apply it consistently.
- Who decides how a conflict is managed. The chair in the meeting, or the whole board, or a nominations committee for anything involving the chair. Name the decision maker before you need one.
- How often it is refreshed. An annual nil-return sweep, plus an obligation to declare within a set number of days of a change, is the workable pattern.
- Where it lives. A spreadsheet emailed round for updates decays within one board cycle; a single maintained record that the company secretary controls does not.
The declaration of interests form
Issue this to every board member on appointment, then annually. A nil return is a return: the absence of a form is not evidence that a person has nothing to declare.
| Field | What to enter | Why it matters |
|---|---|---|
| Full name | As it appears on the register of directors | Ties the declaration to the statutory record |
| Role | Director, trustee, committee member, executive | Determines which duties apply |
| Date of appointment | dd/mm/yyyy | Fixes the start of the period covered |
| Declaration period | Appointment to date, or the last 12 months | Prevents a rolling form from silently dropping older interests |
| Directorships and trusteeships held elsewhere | Organisation name, registration number, role, date appointed | The most common source of a conflict of duties, which section 175(7) expressly covers |
| Employment and self-employment | Employer, role, whether the employer trades with this organisation | Catches indirect commercial interests |
| Financial interests | Shareholdings, loans, guarantees, beneficial interests, with the extent stated as a percentage or a value band | "Nature and extent" under sections 177 and 182 is a two-part test; a bare "I have an interest" fails it |
| Contracts with the organisation | Nature, value, start and end dates | Section 182 territory: existing transactions, not just proposed ones |
| Interests of connected persons | Spouse, civil partner, children, parents, business partners, and their interests as above | Indirect interests are caught by the same wording |
| Non-financial interests | Memberships, campaigning roles, professional bodies, positions with competitors, funders or regulators | Reputational conflicts are rarely financial |
| Gifts and hospitality received | Source, description, estimated value, date | Only meaningful against a stated threshold in the policy |
| Loyalty or duty conflicts | Any role that could pull judgement in a different direction | A conflict of duties, not of interest, and still declarable |
| Nil return | "I have no interests to declare" tick box | Turns silence into a positive statement someone signed |
| Declaration statement | "I confirm the above is complete and accurate. I will notify the company secretary within [10] working days of any change." | Sets the update obligation in the person's own words |
| Signature and date | Wet or electronic signature, dated | Evidence of when the board was on notice |
The register of interests template
The register is the board's view; the form is the individual's. One entry per interest, not one entry per person.
| Name | Role | Interest type | Nature and extent of interest | Related party | Date arose | Date declared | Management action agreed | Date ceased | Last reviewed |
|---|---|---|---|---|---|---|---|---|---|
| [Name] | Non-executive director | Financial: shareholding | 4% holding in [Supplier Ltd], a bidder for the facilities contract | Self | 12/03/2024 | 04/06/2026 | Excluded from discussion and vote on facilities procurement | Ongoing | 05/09/2026 |
| [Name] | Non-executive director | Non-financial: family employment | Son employed by [Supplier Ltd] as an account manager | Son | 01/09/2025 | 04/06/2026 | As above, recorded as a single connected conflict | Ongoing | 05/09/2026 |
| [Name] | Chair | Conflict of duties | Trustee of [Charity], which receives a grant from this organisation | Self | 15/01/2023 | 20/01/2023 | Excluded from grant decisions; deputy chairs those items | Ongoing | 05/09/2026 |
| [Name] | Chief financial officer | Contract with the organisation | Consultancy contract held by spouse's firm, value £24,000 per year | Spouse | 01/04/2026 | 02/04/2026 | Contract approved by the audit committee under section 177; annual review | Ongoing | 05/09/2026 |
| [Name] | Non-executive director | Financial: shareholding | 2% holding in [Former Supplier Ltd] | Self | 04/07/2022 | 10/07/2022 | Excluded from supplier review; interest disposed of | 31/03/2026 | 05/09/2026 |
Three details make the difference between a register that answers a question and one that raises one. Extent is stated, not implied. Ceased interests stay on the register with an end date rather than being deleted, because the question a reviewer asks is usually about a decision taken two years ago. And the management action names the mechanism, not the intention: "excluded from discussion and vote" is checkable against the minutes, "will act appropriately" is not.
How should a board handle a conflict declared during a meeting?
Take the declaration before the item is discussed, record the nature and extent in the minutes, decide whether the conflicted person leaves the room, confirm a quorum of unconflicted members remains, note the times of departure and return, and enter or update the register afterwards. The chair rules; the secretary records; the register catches up the same day.
The six steps, in order:
- Declare at the top of the meeting. The chair invites declarations before item one, and again at the start of any item where a new interest emerges. Section 177(4) requires the declaration before the company enters into the transaction, not before the contract is signed.
- State nature and extent. The interest, the party, the size. A percentage, a value band, or a relationship named specifically.
- Rule on participation. The chair, applying the articles or the governing document, decides whether the person may speak, may stay silent in the room, or must withdraw. Where the chair is conflicted, the senior independent director or deputy chair takes the item.
- Check the quorum. Under section 175(6) an authorisation is only effective if quorum was met without counting the interested director. Confirm it out loud so it can be minuted.
- Minute it in full. Nature and extent, the ruling, the times out and back, the quorum confirmation, the decision and its reasons.
- Update the register that day. Add the interest if it is new, or add the meeting reference to the management action column if it is not.
Worked example
At the June board of a mid-sized adult care provider, a non-executive director declared a 4% shareholding in a supplier bidding for the facilities contract, and that her son worked for the same supplier as an account manager. The chair ruled that she should neither vote on nor participate in the discussion. She left at 10:12 and returned at 10:41. The company secretary confirmed that four unconflicted directors remained, a quorum under the articles. The contract was awarded to that supplier on the evaluation panel's recommendation, with the panel's scoring at pages 12 to 18 of the papers.
The board meeting minutes template shows how that item reads when it is minuted properly, and how it reads when it is not. The two register lines it produces are rows one and two of the template above: one financial, one non-financial, both dated 04/06/2026, both carrying the same management action, and neither closed, because the shareholding and the employment both continue.
Two years later, when the contract is re-tendered or an auditor asks how it was awarded, the register and the minute answer the same question the same way. That is the whole point of keeping both.
Charities, NHS bodies and housing associations
The Companies Act duties are the floor for incorporated bodies. Three sectors add expectations on top, and in each case the sector rules are more prescriptive than the statute.
| Sector | Source | What it adds |
|---|---|---|
| Charities | Conflicts of interest: a guide for charity trustees (CC29), updated 22 April 2026 | A five-step approach: identify, declare, consider removing the conflict, manage it, and record it. Recording covers what the conflict was, who or what it affected, when it was declared and how it was managed. Trustee benefits need legal authority as well as management of the conflict. |
| Charities (meetings) | Charity meetings (CC48), updated 19 July 2024 | Expects minutes to include conflicts of interest and how they were managed, alongside decisions and full reasons for them. |
| NHS bodies | Managing conflicts of interest in the NHS, NHS England, 17 September 2024 | Applies to integrated care boards, NHS trusts, foundation trusts and NHS England. Decision-making staff declare on appointment, on significant role change, at the start of new projects and when circumstances change, and are prompted at least annually to update or make a nil return. Registers of decision-making staff interests are published at least annually in a prominent place on the organisation's website. |
| Housing associations | Governance and Financial Viability Standard Code of Practice, Regulator of Social Housing | Expects appropriate mechanisms to manage any conflicts of interest, to demonstrate probity and value for money, and expects providers to set out clearly how they manage conflicts and perceived conflicts. |
Two practical consequences. First, the NHS guidance sets thresholds a company board usually has to invent for itself: gifts over £50 must be declared and accepted only on behalf of the organisation, meals and refreshments under £25 may be accepted without declaration, between £25 and £75 must be declared, and above £75 should be refused unless senior approval is obtained. Those are NHS figures, not law for anyone else, but they are a defensible starting point for a policy that currently has no numbers in it. Second, CC29's step three, considering whether to remove the conflict altogether, is the step most boards skip. Managing a conflict is second best; not having it is better.
The conflicts of interest policy skeleton
Ten clauses. Each is a decision the board has to make anyway, written down once.
- Purpose and scope. Who the policy binds: board members, committee members, co-optees, the executive team, and anyone else the board names.
- Definitions. Conflict of interest, conflict of duties (section 175(7) treats both as within the duty), connected person, financial and non-financial interest, gift, hospitality.
- The duty. A short statement of sections 175, 177 and 182 for companies, or the equivalent sector duty, in plain terms.
- Declaration on appointment. The form, the deadline, and the consequence of not returning it.
- Annual refresh. The date each year on which forms are reissued, and the requirement of a nil return where there is nothing to declare.
- Declaration on change. The window, in working days, for notifying a new or changed interest.
- Declarations in meetings. The six-step procedure above, including who rules when the chair is conflicted.
- Authorisation of conflicts. Who may authorise a situational conflict under section 175(4) and (5), and the quorum and voting conditions in section 175(6).
- The register. Who maintains it, what it records, how long ceased interests are retained, and whether and where it is published.
- Breach. What happens if an interest is not declared, including the possibility of an offence under section 183 for an undeclared existing transaction.
What boards get wrong
- Treating the register as an annual return. Interests arise on the day a director joins another board, not on the day the form is reissued.
- Recording nature without extent. "Shareholding in a supplier" is not a declaration. "4% shareholding in [Supplier Ltd]" is.
- Deleting ceased interests. The interest that mattered is usually the one that has since ended.
- Managing only financial conflicts. Conflicts of duty between two boards are more common and harder to spot.
- Leaving the register and the minutes to disagree. If the minute says a director withdrew and the register says the conflict was noted, one of them is wrong, and a reviewer will assume it is the one that flatters the board.
- Keeping it where nobody can find it. A register that lives in one person's inbox stops being a control the day that person is on leave.
Next step
Declarations of interest are one of the standing records BoardServe keeps alongside the board pack, the skills matrix and effectiveness review evidence, so a chair can see what was declared and how it was managed without asking for a file. See how the BoardServe platform handles board records if your register currently lives in a spreadsheet.
For the wider evidence base a chair needs at review time, the board effectiveness review guide sets out how the register fits alongside the rest, and the board skills matrix template covers the composition record that sits next to it.
This page is maintained as the underlying guidance changes, and the annual update checks every statutory reference and sector source cited here.
FAQ
Is a register of interests a legal requirement in the UK?
There is no statutory duty to keep a register of interests in the Companies Act 2006. The duties are on the individual director to avoid conflicts under section 175 and to declare interests under sections 177 and 182. A register is the standard way boards evidence that those duties were met, and sector regulators expect one.
What is the difference between section 177 and section 182?
Section 177 applies to a proposed transaction and the declaration must be made before the company enters into it. Section 182 applies to a transaction the company has already entered into, and the declaration must be made as soon as is reasonably practicable. Failure to declare under section 182 is a criminal offence under section 183; failure under section 177 is not.
Does a conflicted director have to leave the room?
Not automatically. The Companies Act sets the declaration duty, not the procedure. Whether the director withdraws is governed by the articles of association and the chair's ruling. Where the board is authorising a situational conflict under section 175, quorum must be met without counting the interested director and the matter agreed without their vote.
How often should the register be reviewed?
Annually as a minimum, with an obligation on each person to declare a change within a set number of working days. NHS England expects decision-making staff to be prompted at least annually to update their declaration or make a nil return, and expects registers to be published at least annually.
Should the register of interests be published?
It depends on the organisation. NHS bodies publish the interests of decision-making staff in a prominent place on their website. Charities and companies decide for themselves, subject to their governing document and any funder requirement. Whichever the board chooses, write it into the policy so the answer is not decided case by case.
What should a nil return say?
A single signed line confirming the person has no interests to declare in the period covered, dated, and filed with the returns that do declare something. A nil return converts silence into evidence, which is what a reviewer is looking for when a conflict later comes to light.