Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Appointment of a Director
Open Legal LibraryUpdated 31 Dec 2025
A simple board resolution for the appointment of a director to a company in England and Wales. To be inserted in the general board resolution template provided by GitLaw.
Insert the following resolution into the basic GitLaw board written resolution template and number accordingly.
Appointment of Director
IT IS RESOLVED THAT:
Appointment
[director appointee] be and is hereby appointed as [director type] director of the Company with effect from [appointment effective date], in accordance with the Company’s Articles and the Companies Act 2006.
Consent and eligibility
The board notes that [director appointee] has:
consented to act as a director for the purposes of the Companies Act 2006; and
confirmed that they are not disqualified from acting as a director.
Service agreement / employment contract
The [agreement type] between the Company and [director appointee], in the form approved by the directors, be approved and the Company be authorised to enter into it.
Authority to execute documents
Any director of the Company be authorised to sign the [agreement type] and any related or ancillary documents on behalf of the Company.
Statutory registers and filings
Any director of the Company be authorised to:
update the register of directors and the register of directors’ residential addresses; and
make all necessary filings at Companies House within the applicable statutory time limits.
General authority
Any director of the Company be authorised to do all acts and things they consider necessary or desirable to give effect to these resolutions.
About this template
What is this template?
This document is a formal record of a board's decision to appoint a director under the Companies Act 2006. It contains specific placeholders for the director's type, the effective date of appointment, and the approval of a related service agreement. It is not an employment contract itself but a resolution that authorizes one.
When should you use it?
Use this resolution when a board needs to formally document the addition of a new member to satisfy statutory record-keeping requirements. Use a Director's Service Agreement instead if you need to define the actual terms of the director's work and compensation.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Appointment | Appoints a named individual as an executive or non-executive director starting from a specific effective date in accordance with the Companies Act 2006. |
| 1 | Consent and eligibility | Records the appointee's formal consent to act as a director and confirms they are not legally disqualified from the role. |
| 1 | Service agreement / employment contract | Approves the specific form of the contract between the Company and the appointee and authorizes the Company to enter into it. |
| 1 | Statutory registers and filings | Authorizes any director to update the internal register of directors and submit necessary filings to Companies House within statutory time limits. |
Who it's for
- a UK company director board appointing a new executive or non-executive director
- a company secretary updating statutory registers after a new board appointment
- directors authorizing the execution of a director's service agreement
How long it runs and how it's signed
How long
Used once
Signed by
Director
Witness
Not required
Notarisation
Not required
Also needed
file notice with Companies House; update register of directors; update register of directors' residential addresses
Law it's drafted under
Governed by
Companies Act 2006
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
Jurisdiction
England & Wales
Document info
HTML document. Document created on Wed Dec 31st, 2025. Last updated on Wed Dec 31st, 2025.
This document is public
Licensed under CC BY 4.0 (Attribution).
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