Alternate director Definition

GLOSSARY

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What does Alternate director mean?

An individual (whether another director or any other person) appointed by a director to exercise that director’s powers and carry out that director’s responsibilities in relation to the taking of decisions by the directors, in the absence of the alternate's appointor.

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A guide to drafting a deadlock (50:50) corporate joint venture agreement

A guide to drafting a deadlock (50:50) corporate joint venture agreement Deadlock (50:50) joint venture shareholders’ agreement This Practice Note serves as a guide for a drafter when drafting and/or reviewing a ‘deadlock’ or ‘50:50’ corporate joint venture agreement (JVA) (also known as a shareholders’ agreement) which is to be entered into between two joint venture parties who establish a separate limited company (incorporate in England and Wales) (ie the joint venture company (JVC)) of which each joint venture party is a shareholder and holds an equal number of shares), and where the JVA involves split exchange and completion (ie includes conditions to completion). Set out below are issues to consider when drafting and/or reviewing the key provisions of such deadlock JVA. For further information on setting up a corporate joint venture, see Practice Notes: Setting up a corporate joint venture—initial considerations and Setting up a joint venture—choice of structure. For further information on documenting a corporate joint venture, see Practice Notes: Documenting the corporate joint venture and...

Alternate directors

Alternate directors This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind the company. The Companies Act 2006 (CA 2006) defines a director as including ‘any person occupying the position of director, by whatever name called’. Accordingly, the definition of ‘director’ in CA 2006 is wide enough to include an alternate director. Accordingly, the provisions relating to directors apply to alternate directors as well as to other (de jure or de facto) directors. Power to appoint an alternate There is no power in CA 2006 for a director to appoint an alternate, but such power is often included in a company’s articles of association. Where the articles do contain such power, they will also set out the procedure for appointing an alternate director. Typically, the articles will provide that a director appointing an alternate should do so in writing to the company and the notice of such appointment should contain a statement signed by the...

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Joint venture shareholders’ agreement—deadlock (50:50)

Joint venture shareholders’ agreement—deadlock (50:50) This Agreement is made on [insert date] 20[insert year] Parties 1 [Insert name of first shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] ([A]), 2 [Insert name of second shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] ([B]), and 3 [Insert name of the company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company). BACKGROUND (A) The Company, at the date of this Agreement, has in issue ordinary shares of £[insert nominal value] each, of which one ordinary share has been issued fully paid and is registered in the name of [A] and one ordinary share has been issued fully paid and is registered in the name of [B]. (B) The Company shall carry on business in accordance with the terms and conditions of this Agreement....

Articles of association—joint venture company—corporate real estate—deadlock (50:50)

Articles of association—joint venture company—corporate real estate—deadlock (50:50) Private Company Limited By Shares Articles of Association of [Insert name of company] Limited (Incorporated in England and Wales under registered no. [insert number]) (Adopted by Special Resolution passed on [insert date] 20[insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles, and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 6(2) (committees), 7 (directors to take decisions collectively), 8 (unanimous decisions), 9(3) and 9(4) (calling a directors’ meeting), 11(2) and 11(3) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1–5) (conflicts of interest), 16 (directors’ discretion to make further rules), 17 (methods of appointing...

Dive into our 34 Precedents related to Alternate director

Can an alternate director sign a deed on behalf of a company?

Can an alternate director sign a deed on behalf of a company? For the purposes of this Q&A, we have assumed the company is incorporated in England and Wales and as such the Companies Act 2006 (CA 2006) applies and the deed is exclusively governed by English law. As there is no statutory right to appoint an alternate director, the scope of the alternate directors powers will depend on what is provided for in the company’s articles of association. The Model articles—public company—before 28 April 2013, for example, permit a director to appoint either (a) any other director or (b) any other person approved by resolution of the directors to exercise that director's powers and carry out that director's responsibilities (Reg 25(1)). Unless the articles specify otherwise, alternate directors are deemed for all purposes to be directors, are liable for their own acts and omissions, are subject to the same restrictions as their appointors and are not deemed to be agents of their appointors (Reg 26(2)). For...

Can directors delegate their powers? What happens if a director who appointed an attorney loses capacity?

Can directors delegate their powers? What happens if a director who appointed an attorney loses capacity? This Q&A looks at the general rule that a delegated power cannot be further delegated as applied to directors. It also examines whether an attorney appointed by a director would be able to exercise the powers conferred on a director and continue to do so if and when the director lost capacity. Generally, where powers are delegated to a person, that person has no implied power to delegate those powers further. Directors may, however, collectively delegate their powers to committees or other persons if permitted by the articles (ie as the relevant instrument (in this case, the company’s articles) would explicitly permit the directors to sub-delegate). Note, however, that a director cannot delegate the performance of any of the functions of his office to another person by way of power of attorney. He may, however, appoint another director (or any other person) as his attorney to sign...

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Corporate weekly highlights—9 November 2023

This week's edition of Corporate weekly highlights includes the release by the Lexis+® UK Practical Guidance Corporate team of a new video looking at the provisions of the ECCTA 2023 aimed at improving corporate transparency. The highlights also include publication by the FRC of a policy update, publication by the government of its response to a consultation on financial promotions and a High Court judgment involving a claim against a director for breach of director’s duties and transactions at an undervalue/preference.

NYIAC—entering its ninth year with lessons from the coronavirus (COVID-19) pandemic

Law360: Much of 2021 for the New York International Arbitration Center (NYIAC) was impacted by the inescapable effects of the coronavirus (COVID-19) pandemic, and its newly reelected chair, Benno Kimmelman, says that the lessons the centre has learned will continue to shape its future in a good way.

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