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ACCA Applied Skills · Corporate and Business Law (Global) · Company directors

Zenith Ltd is a private company whose articles are silent on the number of directors. Its members wish to appoint a new director by ordinary resolution at a general meeting. Which statement is correct under general company law principles in most Global jurisdictions?

Members may appoint a director by ordinary resolution unless the articles provide otherwise. Appointment is governed by the articles, and the general meeting retains the default power to appoint. A special resolution is not normally required for appointing a director.

  1. AThe members may appoint a director by ordinary resolution unless the articles provide a different methodCorrect
  2. BA director can only be appointed by the existing directors, never by the members
  3. CA director can only be appointed by a special resolution requiring 75% approval

Explanation

Directors are normally appointed as the articles provide, and the default position is that members can appoint by ordinary resolution. Nothing requires a special resolution, and the members' power is not excluded merely because the board can also appoint.

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