Sole director resolution 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.
If your company has only one director, you can use this sole director resolution to approve the appointment of a new director to the board.
This template sole director resolution 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.
Q&A
When should I use this document?
You should use this sole director resolution if:
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your company has only one director;
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that sole director is appointing a further director; and
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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 this resolution 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?
This sole director includes all the approvals you need when appointing 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 this sole director resolution to record the decision made by your director to make a new appointment to your board. The resolution also includes a helpful summary of the work necessary to legally record the appointment. There are forms to be filed at Companies House, and changes to be made to your company's register of directors. Failure to get your paperwork in order promptly is a criminal offence, punishable by a fine.
Keep a copy of this sole director resolution 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.
If your company has more than one director, you can appoint a new director either by convening a board meeting or by passing a written board resolution.
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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