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Board Resolution to Appoint New Directors

Board Minutes – Appointment of Directors

CO.DAR.04

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 resolution or by an ordinary resolution of the shareholders. If the articles make no provision for the appointment of directors, the members have an inherent power to appoint directors by ordinary resolution.

This template board minute can be used to record the minutes of a board meeting where the directors resolve to appoint one, two or more new directors to the company at that board meeting. For appointment by shareholder resolution or by a separate directors’ resolution, please refer to our alternative available templates.

Note that a person must consent to be appointed as a director before the appointment takes effect. Our Consent to Act template 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.

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 name can be deleted and the wording adjusted accordingly. Further names can be inserted if more than two directors are to be appointed.

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