Use this template to appoint a director by written shareholders’ resolution.  The resolution must be signed by shareholders who together hold at least 75% of the voting rights attached to shares in the company, and who constitute at least 75% of the total number of shareholders in the company .  If any shareholder does not sign the resolution, the company must send a signed copy of the resolution to that shareholder within 5 working days after it is passed.  If you cannot reach one or both of those 75% threshholds, you will need to hold a meeting of shareholders in order to vote on the appointment of the director by ordinary resolution.

Remember to check your shareholders’ agreement and constitution (if you have them) for any special requirements for director appointments.  Any special approval requirements will need to be incorporated into this resolution.

Section 159(1) of the Companies Act 1993 requires the company to notify the Registrar of Companies when a new director is appointed within 20 working days after that appointment.  This can be done online via the Companies Office website.  The new director will need to sign a form consenting to act as a director and certifying that he or she is not disqualified from acting as a director.  The form can also be downloaded from the Companies Office website.

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