Directors’ Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s)

Directors’ Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s) FAQs

A Directors’ Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s) is a resolution passed by the directors of a company to appoint a new director, typically to fill a casual vacancy on the board after a resignation.

Once appointed, the board will send a Director’s Appointment Letter.

How do you appoint a new director?

Generally, a new director must be appointed by the shareholders of a company.

A new director may be appointed by the board of directors using a Directors’ Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s), subject to re-appointment by shareholders at the next general meeting.

Important note: Typically, the Articles of Association of a company provide that a director appointed by the board must retire by the next general meeting.

There are two options when using a Directors’ Resolution to Appoint Director(s) and/or Acknowledge the Resignation of Director(s):

• If a meeting of the board of directors is convened to pass this resolution, use a Board Minutes to Appoint Director(s) and/or Acknowledge Resignation of Director(s); or
• If the board resolution is passed by way of a written resolution, use a Board Resolution to Appoint Director(s) and/or Acknowledge the Resignation of Director(s).

Can a Director’s resignation be refused?

If a director truly intends to leave or resign, they can only be forced to stay if there is a company legality that prevents it.

Read through the company’s legal policies before resigning so there is no breach of contractual obligations.

Key points to include

• Details of the company;
• Details of the meeting (if using Board Minutes);
• Date of passing the resolution;
• Whether the board is accepting the resignation of a current director or directors;
• Availability of the director’s letter of resignation; and
• Whether the board is appointing replacement directors and, if so, who the directors are.

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