Appointment of Directors & Companies Act 2006
In the recent case of Bishopsgate Contracting Solutions Ltd v O’Sullivan  EWHC 2103 (QB), the High Court had to consider the legal status of a “Managing Director” who had not been formally appointed as a company director in line with the Companies Act 2006. The High Court held that a person who styled themselves as a “Managing Director” of a business division but had not been formally appointed as a director was not a “de facto director”.
In light of this judgment, the guidance note on directors have been revised and updated to highlight the issues companies should consider when using the term, “director”, and that titles should not be confused with statutory authority.
To complement this, updates and additions have been made to the templates, that relate to the appointment of directors, including:
• Updated board minutes appointing new directors;
• New long form board minutes appointing new directors;
• New directors’ written resolution to appoint new directors;
• New general meeting minutes to appoint new directors;
• New shareholders’ written resolution to appoint new directors; and
• New template letter of recommendation for new directors.
These templates only relate to private limited companies.
The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.