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Appointment and Removal of Directors: A Checklist for Companies in CA93, Schemes and Mind Maps of Life Sciences

A checklist for the appointment and removal of directors in companies registered under ca93. It covers the procedures for appointing and removing directors by various means, including shareholder resolutions and notifications to the registrar of companies.

Typology: Schemes and Mind Maps

2021/2022

Uploaded on 09/27/2022

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Checklist: Appointment and removal of directors
Section 1: Appointment of directors
Section 2: Removal of directors
Section 3: Notifying change of directors
Section 1 Appointment of directors Section in
CA93
Date
Completed/
Comment
1. First directors (in an application for
registration of the company or in an
amalgamation proposal)
Is the prospective director qualified to
act as a director? Check the constitution
for any shareholding qualifications and
for any disqualifying restrictions on who
can act as a director of the company
151
Prepare directors’ consents (Form 2)
and have them signed
Note:
(1) You do need to file the original signed
consents. Nevertheless, they should be
retained on file with the company’s core
documents
(2) First directors hold office from the date of
registration or the date of the amalgamation
proposal is effective, as the case may be,
until they cease to hold office as a director in
accordance with the Act.
12(1)(c), 151
153(1)
2. Subsequent directors — Appointment by
shareholder resolution:
Is the prospective director qualified to act as
a director? Check the constitution for any
shareholding qualifications and for any
disqualifying restrictions on who can act as a
director of the company
151
Prepare directors’ consents (Form 2) and
have them signed
151, 152
pf3
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Checklist: Appointment and removal of directors

Section 1: Appointment of directors

Section 2: Removal of directors

Section 3: Notifying change of directors

Section 1 Appointment of directors Section in CA

Date Completed/ Comment

  1. First directors (in an application for registration of the company or in an amalgamation proposal)
    • Is the prospective director qualified to act as a director? Check the constitution for any shareholding qualifications and for any disqualifying restrictions on who can act as a director of the company
  • Prepare directors’ consents (Form 2) and have them signed Note: (1) You do need to file the original signed consents. Nevertheless, they should be retained on file with the company’s core documents (2) First directors hold office from the date of registration or the date of the amalgamation proposal is effective, as the case may be, until they cease to hold office as a director in accordance with the Act.

12(1)(c), 151

  1. Subsequent directors — Appointment by shareholder resolution: Is the prospective director qualified to act as a director? Check the constitution for any shareholding qualifications and for any disqualifying restrictions on who can act as a director of the company

Prepare directors’ consents (Form 2) and have them signed

Prepare shareholder resolution appointing directors Note: The resolution is an ordinary one unless the constitution provides otherwise.

  • Arrange signing of written shareholders’ resolution or hold shareholders’ meeting to consider and vote on the appointment Note: Appointment of directors is to be voted on individually (i.e. one resolution for appointment of one director) unless by separate unanimous resolution shareholders agree to a single resolution for appointment of 2 or more directors
  1. Subsequent directors – Appointment by majority shareholder/s by way of notice to the company: Note: Appointment must be by shareholders’ ordinary resolution unless the constitution provides otherwise. The precedent constitutions provide for this alternative mode of appointment. Always check the constitution to confirm appointment procedures.
  • Is the prospective director qualified to act as a director? Check the constitution for any shareholding qualifications and for any disqualifying restrictions on who can act as a director of the company
  • Prepare directors’ consents (Form 2) and have them signed
  • Prepare notice of appointment of director by majority shareholder/s and have it signed
  • Serve the notice on the company 388, 390, 392
  1. Notify Registrar of Companies of change of directors (see Section 3 below)

Section 3 Notifying change of directors Section in CA

Date Completed/ Comment

File notice of change of directors with the Registrar of Companies Notes: (1) A notice of change of directors must be filed whether as a result of a director ceasing to hold office (due to resignation, removal, disqualification, death or otherwise vacating office) (2) You can complete a change of director free of charge online at the Companies Office website www.companies.govt.nz All you need is a User ID and password and the relevant Company Key. At the site, select Document Registration, Update Director Details and follow your nose. When you press the submit button for the change of director, the Companies Office will email you a director’s consent form. Have your own signed form ready to fax back to the Companies Office at the fax number shown on the emailed form you receive (3) Filing a paper form will prove less convenient and will incur a charge. (4) The notice must be filed within 20 working days of the appointment (5) A notice must also be filed within 20 working days of the company first becoming aware of the death of a director or a change in a director’s name or residential address.

P O Box 6908, Wellesley Street Telephone: 0-9-970 8810 Facsimile: 0-9-970 8820 DX CP