Ordinary Resolution to fix maximum number of directors

Subject to the disqualifications and restrictions of the companies acts as to who may be a director, the method of appointment of subsequent directors is laid down in the company's articles of association. The ultimate control as to the composition of the board of directors rests with the shareholders who can always appoint and, more importantly sometimes, dismiss a director. The shareholders can also fix the minimum and the maximum number of directors.

The 2006 Model Articles do not specify any minimum or maximum number of directors. If there is only one director then that director may take decisions without regard to any of the provisions of the articles relating to directors' decision-making.

Should the eligible shareholders of a company pass a resolution to restrict the number of directors then the articles of association will need to be amended to reflect this decision.



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