The General Meeting Resolution For Appointment Of Director is a crucial corporate governance document used when a company needs to formally appoint a new director through shareholder approval in Malta. This document is required under the Maltese Companies Act (Cap. 386) and must be filed with the Malta Business Registry within 14 days of the appointment. It records the proceedings of the general meeting, confirms proper notice and quorum requirements were met, and includes all necessary details about the newly appointed director. The resolution is particularly important as it forms part of the company's statutory records and serves as evidence of proper corporate governance procedures being followed. For regulated entities, additional requirements from the Malta Financial Services Authority may need to be incorporated into the resolution.
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1. Meeting Details: Specifies the company name, registration number, date, time, and location of the general meeting
2. Attendance and Quorum: Records the shareholders present (in person or by proxy) and confirms that the required quorum was met
3. Notice and Compliance: Confirms that proper notice was given or waived in accordance with the Articles of Association and Companies Act
4. Chairperson: Identifies the chairperson of the meeting
5. Resolution Purpose: States the purpose of appointing a new director
6. Director Details: Full name, ID/passport number, residential address and other required details of the appointed director
7. Appointment Resolution: The formal resolution text appointing the director, including the effective date
8. Acceptance: The director's acceptance of the appointment and declarations regarding eligibility
9. Certification: Certification by the chairperson that the resolution was duly passed
1. Voting Results: Details of the votes cast, used when there was a poll vote rather than a show of hands
2. Additional Authorizations: Any additional powers or authorizations granted to the new director
3. Resignation Reference: Reference to previous director's resignation, if the appointment is to fill a vacancy
4. Regulatory Compliance: Additional declarations for regulated entities or specific industry requirements
5. Board Composition: Statement about the resulting board composition, used when relevant to regulatory requirements
1. Director's Consent Form: Signed consent form from the appointed director
2. Director's Declaration of Eligibility: Statutory declaration confirming the director meets all legal requirements
3. Register of Members Present: List of shareholders present at the meeting with their shareholding details
4. Proxies: Copies of proxy forms if any shareholders were represented by proxy
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