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.
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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
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
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
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