This document is a resolution at the first directors’ meeting confirming appointment of the first directors.
Directors and officers
A director is a person who is appointed to the position of director. This can include the following:
- appointed directors;
- governing directors;
- nominee directors;
- alternate directors;
- associate directors;
- de facto directors and shadow directors; and
- executive, non-executive and independent directors, including managing directors and chairmen.
Generally, the process for appointing directors is governed by the company's constitution. The constitution may give the general meeting power to appoint directors, and may also confer power on the directors to fill casual vacancies and appoint additional directors. A public company must have at least three directors (not counting alternates). A proprietary company must have at least one director.
Appointment of directors
The directors of the company should, at their first meeting, confirm the appointment of each and every one of the directors contained in the Australian Securities and investments Commission (ASIC) Form 201, lodged to register the company.
This resolution is not a necessity by virtue of the operation of section 120(1) of the Corporations Act 2001 (Cth) (Act), which provides that a person becomes a director of a company if they are specified in the application lodged with ASIC. Such a resolution is, however, good practice.
Practitioners should also note:
- section 117(2) of the Act for a full list of details to be included in the application for registration; and
- section 201E(1) of the Act for the restriction on a public company appointing two or more directors by a single resolution.
Resolution of general meeting that two or more persons be appointed directors by single resolution
This document has been updated for Lexis Nexis by Jane Garber-Rosenzweig, Partner, Gable Lawyer. Previous versions of this were authored by Kate Mills, Peter Richard, Robert D Jeremy, Robert M A Mangioni, Kathleen H Clothier and Amanda Beattie.
This document is prepared with the assistance of Specialist Editors Karen Lee and Geoff Geha.