Sole director resolution approving appointment of a new director by ordinary resolution
As your company grows, you are likely to want to appoint new directors to the board. On rare occasions, you may need approval from your shareholders in order to do so.
You can use this template sole director resolution to approve the circulation of a written resolution to your shareholders to approve the appointment of a new director. After having your sole director sign this written board resolution, you must then circulate Shareholder written ordinary resolution appointing a new director to your shareholders to obtain approval of your proposed board appointment.
You should only use this sole director resolution if your company has one director. If your company has more than one director, you should either convene a board meeting or pass a written board resolution to approve the wording of the necessary shareholder resolution.
This template is suitable for use if your company has the model articles of association. If you have a shareholders' agreement, and/or your company has bespoke articles, you should check these before using this template in case you are required to follow a different process.
Note, if your company has model articles of association there is no requirement for you to obtain shareholder approval of a new board appointment. For this reason, in most cases you will find it easier to appoint a new director by passing a simple board resolution. For further guidance, see Appointment of new directors.
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