Form with which an individual may formally accept an appointment as a corporate officer or representative.
Form with which an individual may formally accept an appointment as a corporate officer or representative.
A Private Company must have a minimum of two directors and can have up to fifteen. If needed, the company can exceed this limit by appointing additional directors through a special resolution, which demands support from over 75% of the voting shareholders.
Appointing a director A company's shareholders can appoint directors. This is usually done by passing an ordinary resolution in favour of the appointment (ie a majority of the shareholders agree to the appointment).
This is usually done by passing an ordinary resolution in favour of the appointment (ie a majority of the shareholders agree to the appointment). Make sure to check the articles to see whether they impose any different requirements (eg requiring at least 75% of shareholders to agree to the appointment).
“RESOLVED THAT pursuant to the provisions of section 161(4) of the Companies Act, 2013, read with Articles of Association of the Company, Mr. _______ be and is hereby appointed as Director of the Company in order to fill the casual vacancy caused by the death/removal/resignation of Mr. _______, Director of the Company.
Typically, decisions that must made by ordinary resolution of the shareholders include: Paying dividends. Appointing and removing directors. Approving directors' service contracts. Approving directors' loans. Allotting new shares.
Normally, a Shareholders' Resolution to Appoint Directors is an ordinary resolution. Essentially, this means it requires the approval of more than 50% of shareholders attending and voting on the matter. Now, there are two options when using this resolution.
Ordinary resolutions are used for most routine changes, for example, increasing a company's share capital. Some decisions, for example changing your articles, might require a 75% or even 95% majority (called a 'special resolution' or 'extraordinary resolution').
A special resolution must be passed by at least 75% of the votes cast by shareholders of the company entitled to vote on the resolution and who vote at the meeting in person or by proxy (if proxies are allowed). The sole shareholder of a company may pass a resolution by recording and signing their decision.
Examples of matters that may be decided by an ordinary resolution include the appointment of directors, the adoption of financial statements, and the approval of changes to the company's articles of incorporation.
Some companies may decide to ask their shareholders to approve any decision to appoint a new director. In this case, a general meeting of shareholders will need to be called, and an ordinary resolution will be put to the vote. A majority of votes will be required to confirm approval of the choice of director.