Appointment of a director

Appointment of a director

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If within a private limited company comprising of 4 directors, 1 director wishes to resign and appoint another director in their place, does this require approval of all the other 3 directors, 50% of the board, or can just 1 other director give consent even if the other 2 directors object ??

Many thanks.
Paul Dorrington

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By jamesashburton
10th Oct 2008 16:11

Directors may have the power
It is usual for the directors to have the power (given by the Articles or by Table A) to appoint a replacement to "fill a casual vacancy". That would seem to apply here. Such an appointment is usually effective either to the next AGM or to the end of the term of the director they are replacing. In cases where the company has dispensed with holding AGMs or where there is no term (the directors not needing to be re-elected) then such an appointment would last until shareholders with more than 10% of the voting rights called for an EGM (or AGM) to vote on the directors.

It is also possible - though unusual in the UK - for the board to have the power to appoint directors. You need to look at what the Articles say and/or any shareholder agreement.

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By User deleted
09th Oct 2008 15:51

Directors are appointed by Shareholders
An ordinary resolution is required to remove a director and to appoint another in his stead.

If the directors are also shareholders, they need to convene a shareholders meeting. A simple majority of those present in person or by proxy at the shareholders meeting is required to pass an ordinary resolution. Check section 168 of Companies Act 2006.

The Company’s Articles of Association may have a clause stipulating that no persons shall be appointed a Director at any general meeting unless he is recommended by the Directors - but the appointment rests with the shareholders.

Hope this helps.

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