Shareholders’ Ordinary Resolution – Appointment Of Directors
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
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.
Note that a person must consent to be appointed as a director before the
appointment takes effect. Our Consent to Act template in this sub-folder
can be used to confirm the proposed director's consent. The Small Business,
Enterprise and Employment Act 2015 obliges the appointing company to
confirm that the appointee has consented to act as a director. The
statement is part of Companies House form AP01. The Registrar of Companies
is also required to send a notice to newly appointed directors as soon as
reasonably practicable after the appointment has been registered. Further
details can be found on Companies House website.
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
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 document sets out the required wording of the ordinary resolution. If
it is to be passed at a general meeting, it should be used in conjunction
“Shareholders’ resolutions – General Meeting Format”.
If it is to be passed as a written resolution, it should be used in
“Shareholders’ Written Ordinary Resolution”
The document is in open format. Fields should be completed and wording in
square brackets is optional and can be deleted or retained according to
requirements. If only one director is to be appointed, then the second
ordinary resolution can be deleted. Further resolutions can be added if
more than two directors are to be appointed.
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