Q&As

What is the default position where a company’s articles of association contain no valid procedure for appointing directors?

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Published on LexisPSL on 14/10/2020

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • What is the default position where a company’s articles of association contain no valid procedure for appointing directors?

Traditionally, company law has not sought to be overly prescriptive in relation to the applicable procedures for appointing directors. This reflects a historical view that such appointments are an internal matter for a company. Provisions for the appointment of directors post-incorporation are usually contained in a company’s articles of association.

In the absence of any default or bespoke provision regarding director appointment in the articles of association, it would seem sensible going forward for the company to amend its articles by a special resolution of the members so as to clearly establish a procedu

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