Board Resolution Change Of Board Of Directors Template for England and Wales

A board can co-opt a new director by resolution between general meetings under the model articles. A director may also resign by giving notice to the company. Shareholders can remove a director by ordinary resolution under section 168 of the Companies Act 2006, giving special notice of at least 28 days. Each change must be notified to Companies House within 14 days.

The board can appoint a new director by a simple board resolution under the model articles. Removal of a director requires the shareholders to pass an ordinary resolution under section 168, even if the director is willing to resign. A voluntary resignation by notice does not require a shareholder resolution; only a contested removal does. The Companies Act 2006 gives each director a statutory right to address shareholders before removal.

An appointment requires form AP01 (individual) or AP02 (corporate director) filed within 14 days under section 167. A resignation or removal requires form TM01 within 14 days under section 167(2). Failure to file within the deadline is a criminal offence. Details of each director's service address (not necessarily their residential address) must be disclosed.

Under sections 175 and 177 of the Companies Act 2006, a new director must declare any situational conflicts of interest to the board and obtain its authorisation before the conflict becomes an issue. They must also declare any interest in a proposed transaction or arrangement before the board considers it. Failure to comply is a breach of duty and may result in the profits or benefits received being held on trust for the company.

Under the model articles, a director co-opted by the board between general meetings must retire and stand for election at the next general meeting. Premium-listed companies subject to the UK Corporate Governance Code 2024 require all directors to stand for re-election annually. Shareholders can refuse to re-elect a director, which terminates their appointment at the end of the meeting.

Removal from the board under section 168 of the Companies Act 2006 does not automatically terminate the director's service contract. If the contract has remaining term, the director retains the right to contractual notice pay and other benefits. The company may be exposed to a substantial damages claim if the removal is treated as a repudiatory breach of the service contract.

Yes. The appointment or removal of a chair is typically within the board's authority under the model articles, unless the articles reserve this to shareholders. For a listed company, the UK Corporate Governance Code 2024 provides that the nomination committee should lead the process for identifying a new chair and recommend the appointment to the board. The change must be notified to Companies House if the chair is also recorded as a director.

The resolution should record that the named director tendered a written resignation on a specified date, that the board accepted the resignation, and the effective date of departure. It should note whether any transitional handover arrangements were agreed. The company then files form TM01 at Companies House within 14 days of the effective date. The minute should be retained for ten years alongside the resignation letter.