Shareholders’ Ordinary Resolution Appointment of New Director (Identity Verification Compliant)

The first directors of a company are appointed as part of the registration and incorporation process of the company. Thereafter, the appointment of directors is usually covered by the company’s articles of association, as the Companies Act 2006 is largely silent on the procedure.

Article 17 of the model articles for private limited companies allows for appointment either by the board of directors or by ordinary resolution of the shareholders.

Use this wording to appoint director(s) by shareholders’ ordinary resolution at a general meeting

This template contains the wording that may be used when passing a shareholders’ ordinary resolution to approve the appointment of one or more directors in a general meeting of shareholders.

Voting thresholds and notice requirements for an ordinary resolution

Shareholders’ Ordinary Resolutions require the votes of over 50% of members present in person or by proxy, who are entitled to vote and do vote at the meeting.

The meeting at which the resolution is proposed must have had at least 14 days’ notice, unless a shorter period was agreed by a majority in number of members holding at least 90% of the shares (95% in the case of public companies).

Alternative: passing the ordinary resolution by written resolution

Alternatively, the written resolution procedure can be used, and the resolution will be passed if approved by shareholders representing not less than 50% of the total voting rights of the shareholders entitled to vote on the written resolution on the day it is circulated.

This ordinary resolution should be dropped into the relevant template depending on whether this ordinary resolution will be passed at a general meeting or by shareholders’ written resolution.

Identity verification (IDV) under the ECCTA

This resolution has further been updated to allow for the introduction of the identity verification (IDV) regime.

The introduction of IDV is one of the key changes to UK company law under the Economic Crime & Corporate Transparency Act 2023 (ECCTA). Directors must be ID verified to act under the provisions of the ECCTA and there will be potential civil and criminal penalties for failure to do so.

Mandatory IDV for individuals who are directors begins on 18 November 2025. IDV applies to directors irrespective of their nationality or where they are resident.

The ECCTA gives Companies House new and enhanced powers to help disrupt economic crime and the IDV regime is a key component of this.

It is no longer possible to register an appointment of a director at Companies House nor for that director to act, until they have been ID verified.

Further guidance

Our guidance note here provides further details.

Shareholders’ Ordinary Resolution Appointment of New Director (Identity Verification Compliant) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.