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Resolution To Appoint A Director for the United Kingdom

Resolution To Appoint A Director Template for England and Wales

A Resolution to Appoint a Director is a formal corporate document used under English and Welsh law to officially appoint an individual to a company's board of directors. It records the company's decision to make the appointment and includes essential details such as the director's personal information, the effective date of appointment, and any specific terms or conditions. The document must comply with the Companies Act 2006 and the company's Articles of Association.

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Resolution To Appoint A Director

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What is a Resolution To Appoint A Director?

A Resolution to Appoint a Director is a crucial corporate governance document required whenever a new director joins a company's board. Under English and Welsh law, this resolution serves as official evidence of the appointment and must be filed with Companies House. The document typically includes the director's personal details, confirmation of their consent to act, and compliance with relevant sections of the Companies Act 2006. It forms part of the company's statutory records and may be required by banks, auditors, or during due diligence processes.

What sections should be included in a Resolution To Appoint A Director?

1. Meeting Details: Date, time, location and type of meeting (board/shareholder meeting)

2. Attendees: List of all present at the meeting and confirmation of quorum

3. Chairman: Identification of meeting chairman

4. Notice and Quorum: Confirmation that proper notice was given and meeting is properly constituted

5. Resolution: Formal resolution text for the appointment of the director

6. Director Details: Full name, date of birth, and service address of the new director

7. Confirmation: Confirmation the resolution was duly passed

8. Signature: Chairman's signature and date of signing

What sections are optional to include in a Resolution To Appoint A Director?

1. Committee Appointments: Additional resolutions for appointment to specific board committees

2. Remuneration: Details of director's compensation package if being set in same resolution

3. Specific Duties: Any specific responsibilities or duties being assigned to the director

4. Regulatory Compliance: For regulated entities, confirmation of regulatory approval or notifications

What schedules should be included in a Resolution To Appoint A Director?

1. Form AP01: Companies House appointment form to be filed within 14 days

2. Director's Consent to Act: Written confirmation from the director accepting the appointment

3. Director's Service Agreement: If being executed simultaneously with the appointment

4. Director's Declaration: Declaration confirming eligibility to act as director and no disqualifications

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

Jurisdiction

England and Wales

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions










Clauses











Industries

Companies Act 2006 - Director Appointment Sections: Sections 154-169 covering the fundamental requirements for director appointments and removals, including procedural requirements

Companies Act 2006 - Age Requirement: Section 160 stipulating the minimum age requirement of 16 years for company directors

Companies Act 2006 - Natural Person Requirement: Section 155 requiring at least one director to be a natural person rather than a corporate entity

Articles of Association Review: Company's constitutional document containing specific requirements for director appointments, including any restrictions, qualifications, and voting thresholds

Company Directors Disqualification Act 1986: Legislation governing the disqualification of directors, must be checked to ensure proposed director is not disqualified

UK Corporate Governance Code: Additional requirements for listed companies regarding director appointments and corporate governance standards

Director's Consent Requirement: Section 163 Companies Act 2006 requirement for obtaining written consent from the proposed director

Companies House Filing Requirements: Form AP01 filing obligations to register new director appointment with Companies House

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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