I am a shareholder in a private company where both of the directors have just resigned.
I know that the Companies Act requires there to be at least 1 director but I do not understand how one can now be appointed.
Who can call a shareholders' meeting to propose a resolution to appoint a director?
Can the holders of over 50% of the votes simply get together and agree to appoint one?
Replies (5)
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The number of shareholdings required
should be in the articles of association, as should the requirements to hold an extraordinary shareholders meeting.
The shareholders appoint one or more new directors, from their own number or otherwise.
As Richard says procedures for holding meetings will be in the Articles. Normally 50% +1 will carry an ordinary resolution to appoint directors but all shareholders must be given proper notice of the meeting even if holders of more than 50% have carved it up in advance. A written resolution may be possible without the necessity for a meeting.
Difficult to comment further without knowing e.g. how many shareholders there are, is the need to appoint urgent in view of on-going business, do you or anyone else have a plan as to whom to appoint, have they consented to act etc.
Model Articles
If by "latest version of Table A", you mean the Model Articles for the Companies Act 2006, the appointment of directors is covered by Reg.17.