Appointment of directors

Appointment of directors

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I am sure that this has been covered before but six pages back through a search has yielded nothing!

Am I right in thinking that, in a Ltd co, directors are appointed by the board and not (other than by influence) by the members?  And, if so and there are only two directors, it would require both to agree to a new appointment?

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By uktaxpal
30th Nov 2011 09:40

what do articles say?

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By Euan MacLennan
30th Nov 2011 10:18

CA 2006 Model Articles

The default is now the CA 2006 Model Articles.  Clause 17 says:

 

"Methods of appointing directors

17.—(1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director—

(a) by ordinary resolution, or

(b) by a decision of the directors.

(2) In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.

(3) For the purposes of paragraph (2), where 2 or more shareholders die in circumstances

rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder."

 

So, unless the company's Articles have amended the standard default in this respect, the answer is that a director may be appointed by a simple majority of either the members or the directors.  In your case, if the directors cannot agree, it is down to the shareholders and if they are also split 50/50, you have a problem.

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By uktaxpal
30th Nov 2011 10:56

deadlock,grounds for winding up

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