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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About Author

Daniel Walker

Daniel Walker is the Founder and Chief Executive Officer of Zegal, the trusted legaltech firm. Prior to founding Zegal, Daniel practised at DLA Piper, Stephenson Harwood and Clyde & Co, in Hong Kong, Singapore, and the UK.

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