The formation of a company’s board of directors can vary depending on the legal system and type of company. In general, however, there are some common steps and principles that are followed when forming a board of directors. The steps involved in forming a board of directors are explained below:
- incorporation of the company: A company is formed by filing the necessary documents, such as articles of incorporation or memorandum of association, with the relevant commercial register.
- determination of the company form: The choice of company form (e.g. public limited company (AG), limited liability company (GmbH)) has an influence on the structure and formation of the board of directors. In many countries, for example, a board of directors is mandatory for an AG.
- determination of the number of board members: The number of board members is often specified in the articles of association or partnership agreement. This number can vary depending on the size and complexity of the company.
- election of the members of the Board of Directors: As a rule, the shareholders or partners elect the members of the Board of Directors. The exact procedure can be laid down in the articles of association or partnership agreement. The election can take place at a general meeting or another formal meeting.
- qualifications of the members of the Board of Directors: The qualifications and requirements for the members of the Board of Directors can also be specified in the articles of association or the partnership agreement. This may relate to professional experience, expertise or other relevant criteria.
- appointment of the first members of the board of directors: When a company is founded, an inaugural meeting can be held to appoint the first members of the board of directors and initiate the necessary organizational steps.
- notarization and entry in the commercial register: In some countries, the founding documents, including the board structure and its members, must be notarized and entered in the commercial register.
- ongoing renewal and change: Board members may resign or be re-elected during their term of office. This often requires formal procedures in accordance with the provisions of the articles of association or partnership agreement.
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Published at: 2024-02-05