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Board Resolution Change Of Directors Template for England and Wales

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Key Requirements PROMPT example:

Board Resolution Change Of Directors Template

I need a Board Resolution Change Of Directors Template to document the resignation of our current CFO Sarah Johnson and appointment of new CFO Michael Chen, effective from 1st March 2025, for our UK private limited company.

Document background
A Board Resolution Change Of Directors Template is essential when making changes to a company's leadership structure. This document is required under English and Welsh law whenever directors are appointed or removed from their positions. It serves multiple purposes: formally recording the board's decision, providing evidence for Companies House filings, and ensuring compliance with both statutory requirements and the company's constitutional documents. The resolution must include specific details about the changes, timing, and any conditions attached to the appointments or removals.
Suggested Sections

1. Title and Date: Company name, meeting details, and date of resolution

2. Attendees: List of present board members and confirmation of quorum

3. Chair: Identification of meeting chair

4. Notice and Quorum: Confirmation of proper notice and quorum requirements

5. Resolutions: Specific resolutions regarding director changes

6. Close: Formal closing and signature section

Optional Sections

1. Conflicts of Interest: Declaration of any conflicts - include if any directors have interests to declare

2. Previous Minutes: Confirmation of previous minutes - include if this is a sequential board meeting

3. Additional Matters: Other business discussed - include if there are other matters to be recorded

Suggested Schedules

1. Director Details: New director's information for Companies House filing including personal details and service address

2. Resignation Letters: Copies of resignation letters from departing directors

3. Consent to Act: New director's formal consent to appointment document

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























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Industries

Companies Act 2006 - Director Appointments: Sections 154-161 covering statutory requirements for appointment and removal of directors, including procedures and qualifications

Companies Act 2006 - Registrar Notification: Section 167 detailing the legal obligation to notify Companies House of director changes within 14 days

Companies Act 2006 - Directors' Duties: Sections 170-177 outlining the statutory duties of directors including duty to act within powers and promote success of company

Companies Act 2006 - Director Definition: Section 250 providing the legal definition of directors under UK law

Articles of Association Compliance: Company's constitutional document containing specific requirements for director appointments, removals, and board procedures

Model Articles: Default articles that apply if company hasn't adopted its own articles, providing standard procedures for director changes

Companies House Filing Requirements: Forms AP01 (appointment) and TM01 (termination) required for official registration of director changes

Corporate Governance Code: Additional requirements for listed companies regarding director appointments and board composition

Financial Services Regulations: Additional requirements under Financial Services and Markets Act 2000 for regulated entities changing directors

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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