Appointment of Directors – Board Minutes

Board Minutes – Appointment of Directors

CO.DAR.04

The Companies Act 2006 is largely silent on the procedure for appointing directors after incorporation. The appointment of directors will usually be covered by the company's articles of association which must always be consulted prior to any appointment. There are two ways to appoint a director of a company, (1) appointment by the board of directors and (2) appointment by an ordinary resolution of the shareholders. 

These Board Minutes – Appointment of Directors can be used to record the minutes of a board meeting of the directors where one, two or more directors are appointed. For appointment by the shareholders, please refer to Shareholders’ Ordinary Resolution – Appointment of Directors.

These board minutes have been updatedas of October 2015 in accordance with the requirements of the Small Business, Enterprise and Employment Act 2015 (“SBEE”). The SBEE has replaced the procedure for verifying a director’s appointment by obliging the appointing company to make a statement confirming that the appointee has consented to act as a director. 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.

Private companies must have at least one director who must be a minimum of 16 years old. Companies using the Model Articles of Association under the Companies Act 2006 no longer require that the directors retire by rotation, but companies using articles of association based on Table A may still be subject to that requirement.

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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