Shareholders’ Ordinary Resolution – Appointment of Directors
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.
This Shareholders’ Ordinary Resolution - Appointment of Director can be used to record a resolution approved in a general meeting of the shareholders where one, two or more directors are appointed.
This Ordinary Resolution has been updated as 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 have that requirement.
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 in a private company.
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 with “Shareholders’ resolutions – General Meeting Format”. If it is to be passed as a written resolution, it should be used in conjunction with “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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