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Appointment of Directors

Company Law Solutions can provide advice, documents and forms for the appointment, resignation and removal of a director.

The first directors are appointed by the subscribers to the memorandum and are named on form IN01 which is registered at Companies House when the company is formed. They automatically take office on the date of incorporation: sec16(6) CA 2006. Their names and other details should be entered in the register of directors once the company is formed: CA 2006, sec162.

Subsequent directors are appointed in accordance with the company's articles of association. The Model Articles (for companies registered after 1.10.2009) prescribe that:

Any person willing to be appointed by a director, and permitted by law to do so can be appointed by ordinary resolution of a general meeting or by resolution of the directors. (Article 17)

Table A, (for companies registered pre-1.10.2009 provides that the general meeting may appoint directors (but note the procedures in TA 76-77). The directors may appoint a director under Article 79 of Table A, but such an appointee holds office only until the next AGM. (Article 78)

By CA 2006, sec161(1), in a PLC, separate resolutions are required for each director, unless a resolution to appoint two or more persons by single resolution has been agreed by the meeting without any vote cast against it.

Notification to Companies House:
Any appointment must be notified to Companies House on form AP01 and the company's own register of directors must be completed to show the director's details.

Although not in the Model Articles or Table A, a company's articles may confer powers of nomination or appointment on other people or bodies, e.g.:
a holding company may be given power to appoint directors to a subsidiary company;
a particular debenture holder or shareholder may be given power to appoint one or more directors, etc.

Note also that the company may wish to give the director a service contract. Subject to the company's articles, the board has power (as part of its general powers of management) to award service contracts to directors and others. A copy of the contract must be available for inspection at the registered office (sec228 CA), and all members have a right to inspect it (sec229). Like all directors' powers, granting a service contract must be done bona fide for the benefit of the company.

Company Law Solutions can provide advice, documents and forms for the appointment, resignation and removal of a director.