Additions to Director Templates

October 2015

This month we have expanded our range of templates that relate to directors in private companies; including certain aspects of company administration as it relates to directors’ decision making.

Our templates already cover a wide range of useful documents for directors and company administration. We have now added the following templates to further broaden the scope of our offering relating to directors:

Directors’ written resolution – this can be used to record directors’ written approval to a decision without the need to hold a formal board meeting.

Board Minutes Appointment of a Committee – this can be used when a board wants to approve the appointment of a committee of the board. This committee can then make decisions delegated to it rather than requiring the whole board to meet.

Director’s consent to act – whilst the Small Business, Enterprise & Employment Act 2015 (SBEE) has changed the consent to act procedure (click here to see our September 2015 newsletter), companies will still need an appropriate level of written comfort regarding a director’s appointment and consent to act. This consent has been written specifically with the changes in the SBEE in mind.

Shareholders’ Resolution approving payment to a director for loss of office – a director’s payment for loss of office (or retirement) will usually be determined by way of his/her contractual entitlement. However there will be circumstances where a payment is proposed to be made that will be outside a director’s contractual entitlement. A company may not make such a payment unless it has first been approved by the members of the company.

Shareholders’ Resolution Approving Long Term Service Contract – directors’ service contracts with a guaranteed term which is (or may be) longer than 2 years must be approved by an ordinary resolution of the shareholders of the company.

These new documents have been written with company secretaries, company directors and other company administrators in mind.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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