What is a Directors’ Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s)?

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.

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, Articles of Association of a company would provide that a director appointed by the board must retire by the next general meeting but may stand for re-appointment by shareholders at the next general meeting. Please check the requirements of the Articles of Association of the company before using this document.

There are two options when using a Directors’ Resolution to Appoint Director(s) and/or Acknowledge 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 will be passed by way of a written resolution, use a Board Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s).

Can a Director’s resignation be refused?

If a director truly intends to leave or resign, they cannot be refused or forced to stay unless there is some company legality due to which they cannot do so. However, one should read through the company’s legal policies before handing in the resignation so there is no breach of contractual obligations.

 

Key points included

  • 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.

Related Documents

If you're creating a Directors’ Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s), you may also be interested in the following documents: