Shareholders' Resolution to Appoint Director (Circulating Resolution)
This Shareholders' Resolution can be voted on as an ordinary resolution to appoint a new director.
5.0 (2 reviews)
Last updated December 16, 2024
Under 3 minutes
Suitable for Australia
Written by
Edwin Montoya Zorrilla
Reviewed by
Damin Murdock
Document Overview
Shareholders of a proprietary company can, by ordinary resolution (i.e. a resolution requiring a simple and not a special majority) at a general meeting, appoint a director. This power is provided by the Corporations Act 2001 (CA) (Act), however this power, and the procedure for appointing a director, may be modified by the company's constitution. For instance, the constitution may specify a maximum number of directors that the company can have at any one time.
In any event, a person must provide their consent to act as director in order to be appointed director. For such a consent, see Consent to Act as Director.
The Australian Securities and Investments Commission must be notified of the removal within 28 days of the resolution.
There are a number of factors that shareholders will need to consider when deciding whether to approve the appointment of a new director. These include the individual's track record, their experience and expertise in the relevant industry, and their ability to work effectively as part of a team.
In addition to these factors, shareholders may also want to consider the broader strategic goals of the company. For example, if the company is looking to expand into new markets or to develop new products or services, then they may want to appoint a director who has experience in these areas.
This resolution can also be inserted into:
Where you wish to pass the resolution in a general meeting, you must use the documents above. Simply copy and paste the text of the resolution.
Further information
The Legal Risk Score of a Shareholders' Resolution to Appoint Director (Circulating Resolution) Template
Our legal team have marked this document as low risk considering:
- There is a risk associated with the completeness and accuracy of the information, as the document does not specify details about the director being appointed, which could lead to errors in formal communications or legal compliance.
- The document relies on the assumption that all shareholders in agreement are aware of the implications of appointing a new director, which might not always be the case, potentially leading to uninformed decision-making.
- The requirement for the company to update the Australian Securities and Investment Commission could be overlooked or delayed, risking non-compliance with legal obligations.
Overall, users familiar with corporate governance and legal reporting obligations will likely find this document straightforward, but should remain cautious about ensuring all procedural steps are correctly followed.
Shareholders' Resolution to Appoint Director (Circulating Resolution) Checklist
Complete your free Shareholders' Resolution to Appoint Director (Circulating Resolution) with our checklist
Verify Consent and Completion
Ensure that the Consent to Act signed by the newly appointed director is properly attached to this resolution.
Shareholder Signatures
Collect signatures from all shareholders entitled to vote to confirm their agreement with the resolution.
Notify Regulatory Body
Direct the company to update the Australian Securities and Investment Commission with the changes as required by the resolution.
Conduct Follow-up Actions
Ensure that any other necessary or desirable actions to give effect to the resolution are carried out promptly.
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