Companies act appointment of directors rules

When considering the appointment of directors, you should always check the company’s articles of association. It is the articles that govern the formal process for adding a director to a limited company.

Model articles of association

Many smaller private companies are formed with model articles of association.

Part 2, section 17 of these model articles states that:

Any person that is willing to act as director, and is permitted to do so by law, may be appointed to be a director…by ordinary resolution, or…by a decision of the directors.

Model articles of association thereby allow formal appointment of directors by either board or shareholder resolution. They do not require that an appointment by the board be authorised by the shareholders at the next AGM (as Table A articles do).

Table A articles of association

For companies registered before 1st October 2009 that have not updated their articles of association, Table A articles apply.

For these companies, article 79 states that:

The directors may appoint a perso

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