Shareholder written ordinary resolution appointing a new director
As your company grows, you are likely to want to appoint new directors to the board. On rare occasions, you may need approval from your shareholders in order to do so.
You can use this template for a shareholder written resolution to be circulated to all shareholders eligible to vote; you will need to ensure it has been approved by your board first. To obtain approval from your board, you should either convene a board meeting or pass a written board resolution. Alternatively, if your company has only one director, you can pass a sole director resolution.
This ordinary shareholder resolution will be passed when it has been signed by shareholder(s) holding a majority of your company’s voting shares.
This template is suitable for you to use if your company has the model articles of association. If you have a shareholders agreement, and/or your company has bespoke articles, you should check these before using this template in case you are required to follow a different process.
Note, if your company has model articles of association there is no requirement for you to obtain shareholder approval of a new board appointment. For this reason, in most cases you will find it easier to appoint a new director by passing a simple board resolution. For further guidance, see Appointment of new directors.
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