As your business expands, you’ll probably want to add more directors to the board. Instead of calling a board meeting to get the required permission, if all of your current directors believe that a new director should be appointed, they may all sign a written board resolution to approve it.
What is Board Resolution?
A board resolution is a written record of all decisions made by your company’s Board of Directors on critical issues that impact your business. The goal of the board resolution is to document the outcomes of the votes and binding decisions made by the board of directors at the board meeting. This compliance document, part of your company’s corporate record, serves as proof that the Board of Directors has decided on the issues your business has to handle.
You may need to draft a board resolution in various circumstances at your organization. A board resolution is required for significant corporate events, including electing new board members, expanding your business, employing or firing staff, dealing with money issues, and selling your company’s stock.
When to use Board Resolution for appointment of Director?
This written board resolution for appointment of Director should be used if:
- There are several directors in your company;
- You’re appointing a new director;
- Your whole board of directors has agreed to the appointment; and
- Your firm has draft articles of association.
Please remember that this resolution will only be approved if all of your directors sign it.
You should know: Board Resolution Attestation And Why Is It Required?
Board Resolution for appointment of Director: How Are They Held?
Any board member can call a board meeting to discuss crucial business issues. The meeting is facilitated by the chairman, who is a director of the board. The board should adopt resolutions with all of its members present.
For a board meeting to proceed, there must be a quorum or a minimum number of directors present. However, the presence of the board members is not always sufficient to establish a quorum. The board decides to host the meeting digitally as a workaround so that participants may participate and interact from a distance.
What is covered by board resolution for appointment of director?
All the necessary permissions for the appointment of a new director are included in this written board resolution, including:
- Approval of the nominated individual;
- Approval of the director’s service agreement or letter of appointment; and
- Decisions to take the concrete actions required to ratify the appointment legally.
Why do you need a board resolution for appointment of director?
Your directors chose a new director, and this written board resolution reflects that choice. It demonstrates that you are using the proper procedures when hiring employees for crucial positions inside your business. Furthermore, failing to retain records of your board decisions is a criminal offence subject to a fine.
Keep a copy of this written board resolution as a straightforward approach to satisfy your company’s legal record-keeping requirements and to prevent disagreements on the date and conditions of a director appointment.
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How can a new director be appointed in my company?
The procedure will be outlined in your company’s articles of incorporation, and if you have one, there may be additional points to consider in your shareholders’ agreement.
If your business follows the model articles and there are no additional criteria in a shareholders agreement, you may select a new director by completing one of the following:
- The most usual method is for the current directors to approve a board resolution; or
- The shareholders pass an ordinary resolution. It is less frequent and will need you to adopt both board and shareholder resolutions to support the appointment, but it may be suitable if you suspect a proposed board appointment may be controversial.
Who can be appointed as a Director of a Company?
(1) A natural person who is under the age of 18 cannot be appointed as a director of a corporation.
(2) This has no bearing on the legality of a nomination that won’t go into effect until the chosen individual reaches the required age.
(3) If a corporation solely holds the office of a director of a company, the appointment of a person under the age of 18 to that office does not constitute that person a director of the business until that person is 18.
(4) A position filled in violation of the provisions of this section is invalid.
How can the board of directors nominate a new director?
By approving a board resolution, your company’s current directors may nominate a new director.
If your firm has model articles, this resolution may be carried out in one of two ways:
- During a board meeting. It is recommended practice because it enables the directors to thoroughly debate and agree on the appointment and the terms of any formal agreement your firm will have with the director.
- By written Board Resolution. To be valid, this resolution must be signed by all directors.
Legal drafting format of Board of Resolution: Essential Components
A board determines anything that is enforceable by passing a resolution. This indicates that the text must be written using a certain language and structure. Let’s first look at the elements of a standard board resolution.
The board decisions should be clear and well-written due to the formality of this document. When completing your resolution for the board of directors, it should include the following vital details:
- Date, time, and place of the meeting
- Suitable title of the board resolution
- The number of resolution
- Decisions made by a majority or unanimously
- Finally, the resolution must state, “This is the course of action the Board has taken in response to the proposal”.
- Names, signatures, and votes of directors
- Name and signature of the secretary or chairman.
Board resolution legal drafting services are not very common in the UAE or any of its areas, including Dubai. Notary Public Dubai offers the most effective legal drafting services in the United Arab Emirates. We also provide attestation services for many papers, including business, personal, and educational documents. For the legal drafting services, please don’t hesitate to contact us.
Syed Hassan Ali has an experience of 13 years and is highly specialized in providing legal consulting for all types of notary requirements. By utilizing his diverse and deep knowledge, he has consistently aided individuals and organizations in finding flexible and timely solutions.