Appointment of Directors - Form 484

Recent updates to Corporate Messenger have introduced a significant enhancement to the process of appointing directors within a company, providing users with more choice and flexibility in decision-making.

Who can appoint Directors?

The authority to appoint directors has been primarily vested in the shareholders, as outlined in Section 201G of the Corporations Act. However, we understand that modern businesses may require different approaches to director appointments. That's why we've expanded the options available to you.

In the case of proprietary companies, any director appointments made by directors must be confirmed by a resolution of the company within two months (s.201H(2)), while public companies require confirmation at the next Annual General Meeting (s.201H(3)).

Section 201H (a replaceable rule), or a company's constitution, may allow directors to appoint other directors usually under limited circumstances, such as filling casual vacancies. This provision offers additional avenues for director appointments, catering to the diverse needs of different organisations.

Now, with the latest updates to Corporate Messenger, users have the autonomy to select whether directors will be appointed by the members or the directors of the company. This empowerment extends to choosing the method of resolution passing, whether through a meeting or a circulating resolution, thereby tailoring the process to suit the company's unique needs.



Sole Director/Sole Shareholder Companies

Special rules outlined in section 201F, apply to the appointment of directors in a sole director/sole shareholder company. These rules state that the appointment is made by the sole director/shareholder in their capacity as director. For this reason, users are not requested to select the appointing party when the company has only one director who is also the only shareholder.

Appointment of Secretary

It's worth noting that while directors can be appointed through various mechanisms, the appointment of a company secretary is solely the prerogative of the directors (s.204D), applicable to both proprietary and public companies. This section of the Corporations Act is not replaceable, ensuring consistency in corporate governance practices.

Consent to Act

A company must always obtain signed consent from a person to act as director, prior to their appointment (s.201D).

Similarly, obtaining signed consent from individuals before their appointment as a company secretary is mandatory (s.204C), with Corporate Messenger streamlining this process by including a Consent to Act as Director/Secretary in its documentation.

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