Who’s it this Shareholders' Resolution to Appoint a Director for?
For the shareholders of any New Zealand company to appoint one or more directors to a company board of directors.
Why do I need a Resolution to Appoint a Director?
This Resolution to Appoint Director(s) provides the form and wording required to appoint directors. The Companies Act 1993 requires directors to be appointed by ordinary resolution (that is, approved by a simple majority) of the company’s shareholders. However, as this is a written resolution (as opposed to a resolution being passed at a shareholder meeting) at least 75% of the company’s shareholders must sign it. The company’s constitution or shareholders agreement (if any exists) may also state that all shareholders must sign a written resolution to appoint a director. You need to check this. If you’re unsure, we suggest getting all shareholders to sign it, just in case.
How long will it take to create my document?
Under 5 minutes – less time than making a coffee! During the Q&A you can save your progress to come back later, or repeat the Q&A to change an answer or produce a new version of a document.
What information do I need to complete the Q&A?
- The company’s New Zealand Business Number – this can be found by searching the company here.
- Full name of each director being appointed
- The names of each shareholder in the company
What if I need help?
We’d love to help. Just contact us at hello@onyourterms.co.nz and we can either help over email or jump on a call.
Your document will be downloadable in MS Word, so you can make changes if you like (and add branding). Also, our legal partner, Luminate Legal, can provide legal advice for a fixed price if you’d like it.
What do I do once my Resolution to Appoint a Director is created?
As soon as you download the document, it is ready for the shareholders to sign. Once signed, you must notify the Registrar of Companies of the director appointment within 20 working days. This can be done online via the Companies Office. The new director will need to sign a consent form to act as a director and certify that they are not disqualified from acting as a director. The form can be accessed and prepared in advance if you prefer using this link.
Other helpful information:
- See our Guide to Director Obligations and Responsibilities in New Zealand and Guide to Incorporating a Company in New Zealand
- You may also find these bundles or documents useful for your business: Director Indemnity Bundle, Company Constitution, Term Sheet for Shareholders Agreement, Transfer of Company Shares and Approvals Bundle
- Check out our FAQs here
If you’re not satisfied with your purchase of this product for any reason, let us know why within 10 days of your purchase and we’ll work with you to make sure you’re happy, including giving you a full refund if necessary.
Disclaimer: On Your Terms was created to provide fast, easy and affordable access to legal information and documentation. We are not a law firm and do not provide legal advice. The information and documents we provide are of a general nature, designed for common situations, and may not be suitable for your needs or circumstances. If you need legal advice, we have a network of specialist law firm partners able to help you here.