A Change of Directors Resolution is a essential corporate governance document used when there are changes to a company's board composition in New Zealand. This document is required whenever a director is appointed, resigns, or is removed from their position, and must comply with the Companies Act 1993 and the company's constitution. The resolution typically includes details of the incoming and/or outgoing directors, effective dates of the changes, and any specific terms or conditions attached to the appointments or resignations. It must be properly executed and filed with the New Zealand Companies Office within 20 working days of the change. The document serves as official evidence of the board's decision and forms part of the company's permanent records. This resolution is particularly important for maintaining transparency in corporate governance and ensuring compliance with regulatory requirements.
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1. Company Details: Full legal name of the company, company number, and registered office address
2. Date and Meeting Details: Date of resolution and whether it was passed at a meeting or by written resolution
3. Present: List of directors present/participating in the resolution (if meeting-based)
4. Quorum: Confirmation that a quorum was present/participating as per the company constitution
5. Notice: Confirmation that proper notice was given or waived
6. Resolutions: Clear statement of the resolutions regarding director changes, including effective dates
7. Certification: Certification of the resolution by the chairperson or authorized director
1. Chairperson: Appointment of chairperson for the meeting - required only if meeting-based and regular chairperson not present
2. Interests Register: Updates to the interests register - required if new directors have disclosed interests
3. Additional Authorizations: Authorization for filing necessary forms with Companies Office and updating company records
4. Resignation Acknowledgment: Specific acknowledgment of director resignations if applicable
5. Board Composition: Confirmation of the new board composition after changes - useful for complex changes
1. Schedule 1 - Director Details: New director's full legal name, residential address, date of birth, and other required details for Companies Office filing
2. Schedule 2 - Director Consents: Written consents from new directors to act as director, including any required declarations
3. Schedule 3 - Resignation Letters: Copies of resignation letters from departing directors (if applicable)
4. Schedule 4 - Constitutional Requirements: Any specific requirements from the company constitution regarding director appointments/removals
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