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Directors' agreements

Your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. are key people in your A private company limited by shares incorporated and registered in England and Wales. , so it's important to prepare contracts to define your relationship and safeguard your business. Bear in mind that executive The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. , who are also Individuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., have a legal right to basic written terms. This section provides guidance about what you should include in service agreements, for executive The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. , and letters of appointment, for non-executives, with templates you can use for each. It also guides you through the necessary approval and record keeping requirements.

directors-appointment-and-responsibilities

Directors' service agreements

  1. 1.Do I need to put a contract in place between my company and its directors?
  2. 2.How do I decide what pay and benefits a director receives?
  3. 3.What is a director's service agreement?
  4. 4.What should a director's service agreement include?
  5. 5.How can I make sure that a director's agreement does not discriminate against those with protected characteristics?
  6. 6.Do I have to give part-time executive directors the same rate of pay and benefits as full-time executive directors?
  7. 7.What should a director's service agreement say about intellectual property?
  8. 8.Can I include clauses in a director's service agreement to protect my business's confidential information and other interests after they leave?

Directors' letters of appointment

  1. 9.What is a director's letter of appointment?
  2. 10.What should a director's letter of appointment include?
  3. 11.What should I say about intellectual property in a director's letter of appointment?
  4. 12.Can I include clauses in a director's letter of appointment to protect my business's confidential information and other interests after they leave?

Process and record keeping for directors' agreements

  1. 13.How does my company approve a director's agreement?
  2. 14.How do I get approval from my board for a director's agreement?
  3. 15.Can a director approve their own service agreement or letter of appointment?
  4. 16.How do I get approval for a director's agreement if my company only has one director?
  5. 17.Do I need approval from my shareholders for a director's agreement?
  6. 18.Do I need to file or keep records of directors' agreements?

Shareholder written resolution authorising director to approve own agreement

This shareholder resolution can be used if you need your shareholders to authorise a director to approve their own service agreement or letter of appointment. Whilst directors’ service agreements or letters of appointment can usually be approved by the board, in some circumstances you will need the involvement of your shareholders. For example, if your articles of association prohibit directors from voting on their own agreements but the board cannot form a quorum without them, the shareholders will need to authorise the director’s participation. This template resolution will allow you to obtain their authorisation. Once your company’s directors have approved the appointment and form of this written ordinary resolution, you should circulate it to all shareholders eligible to vote, who should sign and return it. This template resolution is suitable for companies with the model articles of association. If your company has bespoke articles and/or a shareholder agreement in place, you should check these before using this template in case you are required to follow a different process. For more information, see Directors’ agreements .
£20 + VAT

Sole director resolution appointing a new director

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.
£20 + VAT
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