S154 CA 06 requires every private company to have at least one director, the first being appointed through the signing and submission of Form 10. There after appointment is governed by a company’s Articles (table A Articles 78-79).
78 …a company may by ordinary resolution appoint a person who is willing to act as a director either to fill a vacancy or as an additional director…
79 The directors may appoint a person willing to act as a director, provided that the appointment does not exceed the maximum number of directors in accordance with the articles…
Once a new director has been appointed then the Registrar of Companies must also be informed using the appropriate Form (288(a)). However a director may also wish to be appointed to an executive role within the company (Table A article 84).
Executive directors should be issued with an employment contract (sometimes referred to as a “service agreement” and defined as a “Service contract” in s277 CA 06) with the company. If they do then it’s important to ensure that s188-189 and 228 CA 06 are complied with:
- S188 CA 06 provides where the term of a directors employment is or longer than two years then the company may not agree to such a provision unless it has been approved by a resolution of members of the company.
- S189 CA 06 states where s188 is contravened then the provision in the contract as to duration will be void and the contract will instead be terminable on “reasonable notice”.
- S228 states that a copy of all current directors service contracts (or a memoranda of their main terms) must be kept at the company’s registered office (or another authorised place) and must be retained for at least one year after termination.
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