
Board minutes appointing a new director
- Quick and easy to use
- Compliant with Companies Act 2006 and the model articles of association
- Customisable to your company
As your company grows, you are likely to want to appoint new directors to the board. The most common and straightforward way to do this is for your existing directors to approve the appointment in a board meeting.
These template board minutes are suitable for you to use if your company has the model articles of association.
Q&A
When should I use this document?
You should use these board minutes if:
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your company has more than one director;
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you are appointing a further director; and
-
your company has model articles of association.
If you have a shareholders agreement, and/or your company has bespoke articles, you should check these before using these template minutes in case you are required to follow a different process.
You can find out whether your company has the model articles by checking its entry at Companies House.
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What does this document cover?
These board minutes cover all the resolutions you need when approving the appointment of a new director, including:
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approval of the person proposed;
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approval of the director’s service contract or letter of appointment; and
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resolutions to carry out the practical steps necessary to make the appointment legal.
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Why do I need this document?
You need these board minutes appointing a new director to record your board's decision. They show that you are following the proper process when appointing people to important posts within your company. Also, and importantly, it is a criminal offence to fail to keep board minutes of your meetings, punishable by a fine.
Keep a copy of these board minutes as a convenient way to comply with your company's legal obligations to keep proper records, and to avoid disputes about the date and terms upon which a director was appointed.
Where can I find out more?
For more information about the process to follow when appointing a new director, see Appointment of new directors.
As an alternative to convening a board meeting, if your directors would prefer to appoint a new director by passing a written resolution, you can use Written board resolution appointing a new director.
If your company only has one director, use Sole director resolution appointing a new director instead.
For guidance on the contractual documents you should enter into with your directors, and a template service contract or letter of appointment you can customise when appointing a new director to your board, see Directors’ agreements.
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