A company director can appoint someone to take their place for a period of time. We call this person an alternate director. The person who appoints them is the appointing director.
The alternate director may have some or all the powers and duties of the appointing director.
To appoint an alternate director, you must keep written records and notify us.
You must also tell us if their details change, and when they end the role.
When to appoint an alternate director
As a company director, you may be unable to carry out your role for a period of time. You can appoint an alternate director to act in your place.
You can appoint an alternate director for:
a set period
no set period, until you return to your duties.
Powers and duties of alternate directors
An alternate director can be given some or all of the powers as the appointing director. They can also have the same obligations as the appointing director.
A constitution is a contract between a company and its members (shareholders), directors and secretary. It explains how the company will be internally governed.
may also have rules about alternate company directors.
Appointing an alternate director
An alternate director must be appointed in writing. The appointment must include the following details about them:
full name and any former names
date and place of birth
residential address
date of appointment.
The appointment must also specify:
the name of the appointing director whom the alternate director will replace
when the alternate director will end the role, if there is a set end date
terms of appointment, such as whether the alternate director may sign instruments such as bills and cheques and attend company meetings.
The company must keep a copy of this information for its records.
You must remove an alternate director in writing. Your company must keep a copy for its records.
Your company must always have at least one director. You cannot remove an alternate director if they are the only director remaining.
If you remove the appointing director, this does not remove the alternate director - they remain unless you remove them too.
If the appointment had no proposed set end date, the company must notify us online within 28 days of the alternate director ending the role. Do this via the Company officeholder portal.
If the company notifies us more than 28 days after they ended the role, a late fee applies.
If the appointment had a proposed end date, the company does not need to tell us about the alternate director ending the role.
If we are notified within 28 days that the director has ended their role, we will record the cessation date as the date the company tells us that they ended.
If we are notified after 28 days, we will record the cessation date as the date the change was made, not the date the directorship ended.
