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Change of Director Agreement

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CHANGE OF DIRECTOR AGREEMENT

This Change of Director Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Company Name: , a company incorporated under registration number: , having its registered office at (the "Company"), and Director Name: of Address: (the "Director").

RECITALS

WHEREAS, the Board of Directors of the Company currently includes a director identified as Resigning Director: ; and

WHEREAS, the Resigning Director has offered to resign from the board and the Company has nominated the Director to be appointed as a director of the Company; and

WHEREAS, the parties wish to record in writing the resignation, appointment, terms of service and related matters concerning the change in the composition of the board.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Director agree as follows:

1. APPOINTMENT AND RESIGNATION

1.1 Resignation. The Resigning Director shall resign from the board of the Company effective as of Resignation Date: . The Company shall take all corporate actions necessary to accept such resignation.

1.2 Appointment. Subject to the conditions set forth in this Agreement, the Company hereby appoints the Director as a director of the Company and the Director accepts such appointment, effective as of Appointment Date: .

2. TERM AND POSITION

2.1 Term. The Director shall hold office until the earlier of (a) the expiration of the Director's term under the Company's constitutional documents; (b) removal in accordance with applicable law and the Company's articles; or (c) voluntary resignation by the Director.

2.2 Role. The Director shall serve as Non-Executive Director Executive Director Other.

If "Other" is selected, specify position and responsibilities:

3. DUTIES, STANDARD OF CARE AND CONDUCT

3.1 Fiduciary Duties. The Director shall at all times perform duties in good faith, with due care and in the best interests of the Company and its shareholders, and shall comply with applicable statutes, the Company's articles and bylaws and any policy of the Company reasonably communicated to the Director.

3.2 Compliance. The Director shall promptly disclose to the Board any matter that constitutes a conflict of interest and shall abstain from voting on any Board action in which the Director has a material personal interest.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Company represents and warrants that all corporate approvals necessary to effect the resignation and the appointment have been or will be obtained and that the execution and performance of this Agreement does not violate any provision of its constitutional documents.

4.2 The Director represents and warrants that the Director is legally eligible to serve as a director under applicable law, that there are no legal restrictions preventing appointment, and that the information supplied by the Director to the Company is true and complete.

5. REMUNERATION AND EXPENSES

5.1 Remuneration. The Director's remuneration, if any, shall be as determined by the Board or a duly authorised committee and shall be recorded in the minutes and in any applicable director remuneration policy. Proposed initial remuneration: .

5.2 Expenses. The Company shall reimburse the Director for reasonable out-of-pocket expenses incurred in the performance of board duties in accordance with the Company's expense policy.

6. CONFIDENTIALITY

The Director shall keep confidential all non-public information relating to the Company, its business, affairs, customers and suppliers and shall not disclose such information except as required by law or with the prior written consent of the Board. This obligation survives termination of the Director's appointment.

7. INDEMNIFICATION AND INSURANCE

7.1 Indemnity. To the fullest extent permitted by law and the Company's constitutional documents, the Company shall indemnify the Director against liabilities and expenses reasonably incurred in connection with any claim arising out of acts or omissions performed in the capacity as director, provided the Director acted in good faith and in a manner reasonably believed to be in or not opposed to the Company's best interests.

7.2 Insurance. The Company shall maintain directors' and officers' liability insurance in reasonable amounts as determined by the Board.

8. TERMINATION

The Director's office may be vacated by resignation, removal in accordance with law and the Company's constitution, incapacity, bankruptcy, or death. Any remuneration and benefits payable on cessation shall be determined in accordance with applicable policies and law.

9. NOTICES

All notices, requests and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may notify in writing.

10. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver.

11. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of without regard to its conflict of laws principles. Each party submits to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising out of or in connection with this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any documents referred to herein, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements on that subject. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, and all counterparts together shall constitute one and the same instrument.

14. ADDITIONAL PROVISIONS

14.1 Confidential Records. The Director shall deliver to the Company all corporate records, keys, documents and materials in the Director's possession upon termination of the Director's office.

14.2 Public Announcements. Any public announcement regarding the change of director shall be agreed in advance by the Company and the Director, provided that the Company may issue a statement required by law or by regulatory authorities.

For and on behalf of the Company:

By:

Date:

Director (Signed):

By:

Date:

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What a Change of Director Agreement Is and when it’s used

A Change of Director Agreement documents the formal resignation, appointment, or replacement of a corporate director and records the parties’ mutual understanding of effective date, transition responsibilities, and any continuing obligations. The agreement supplements corporate minutes and Secretary of State filings when required, clarifies authority during handover, and can address indemnities, confidentiality, or share-transfer conditions tied to the director change. It is typically executed by the corporation and the incoming and outgoing directors, and often attaches board resolutions or minutes as exhibits to demonstrate corporate authorization for the change.

Why a clear Change of Director Agreement matters

A concise agreement minimizes governance disputes, preserves corporate record integrity, and documents transitions that may affect fiduciary duties, signatory authority, or regulatory filings. Proper documentation helps maintain accurate Secretary of State records and reduces later compliance or tax complications.

Why a clear Change of Director Agreement matters

Who typically prepares and signs this agreement

Entities and individuals involved in director changes usually include corporate counsel, board secretaries, and corporate officers who must ensure authorization and recordkeeping.

  • Corporate secretary or general counsel responsible for governance and filings
  • Outgoing and incoming directors executing resignation or acceptance language
  • Company officers approving board resolutions and coordinating filings with SoS

Final steps commonly include attaching board minutes, obtaining required notarizations or witness attestations, and submitting any required state filings to complete the record.

Representative users and their roles

Corporate Secretary

The corporate secretary prepares documentation, records board resolutions, and coordinates filings with the state Secretary of State to reflect director changes; they ensure minutes and authorizations are attached and retained for corporate records.

Incoming Director

The incoming director signs to accept appointment, confirms any conflicts or qualifications, and provides required personal information for corporate records and statutory filings; acceptance may trigger filings or updates to signatory lists.

Essential data elements to include in the agreement

Director Name: Full legal name
Effective Date: MM/DD/YYYY format
Position Title: Director; specify board seat
Authorization: Board resolution reference
Contact Details: Address, email, phone
Signatures: Date-stamped signatures

Key risks from incomplete or incorrect agreements

Invalid records: Missing authorization may invalidate filings
Authority disputes: Unclear signatory power risks contracts
Regulatory exposure: State filings delayed or rejected
Tax consequences: Unrecorded changes may affect reporting
Liability gaps: Indemnities or duties may be unresolved
Corporate governance: Board composition may be challenged

Common mistakes to avoid when preparing the agreement

  • Failing to attach the board resolution or minutes that authorize the director change, leaving the agreement unsupported by corporate action.
  • Using inconsistent names or misspelled legal names for directors, which can create identity mismatches on official filings and bank or vendor records.
  • Omitting the effective date or using ambiguous phrasing about when duties transfer, causing disputes over decisions made during the transition period.
  • Neglecting required notarization or witness provisions where state law or company bylaws call for them, leading to rejected filings or probative difficulties.

Step-by-step: preparing and executing a Change of Director Agreement

Follow these sequential actions to prepare, approve, sign, and file a Change of Director Agreement accurately.

  • 01
    Draft: Include parties, effective date, and board resolution reference
  • 02
    Approve: Obtain majority board approval and enter minutes
  • 03
    Sign: Collect dated signatures and any required notarization
  • 04
    File: Update Secretary of State records and corporate ledger

Typical execution workflow for electronic completion

Digital execution follows a standard sender-to-signer process with authentication, signing, and audit trail capture.

  • Upload: Sender uploads template and adds fields
  • Assign: Add signer emails and signing order
  • Authenticate: Choose email, SMS, or stronger verification
  • Complete: Signer executes and receives signed copy

Core elements to include for a professional agreement

A complete Change of Director Agreement should be concise but cover governance, authority, effective timing, confidentiality, and post-resignation terms.

Authority

A clause referencing the board resolution and corporate bylaws that authorizes the change, with exhibit numbers or minute citations for traceability.

Effective Date

Clear MM/DD/YYYY effective date language describing when the outgoing director’s duties end and the incoming director’s duties begin.

Duties Handover

A transitional duties section assigning deliverables, access transfers, and responsibilities during any handover period to avoid operational gaps.

Representations

Statements by incoming and outgoing directors concerning authority, conflicts of interest, and any pending claims affecting board service.

Confidentiality

Non-disclosure obligations for sensitive company information retained or transferred as part of the transition, with duration specified.

Record Attachments

Attach board minutes, resolution, and any acceptance letters or resignation notices as exhibits to provide evidentiary support.

How to set up an electronic signing workflow for this agreement

Configure a concise workflow that captures signatures, authenticates signers, and archives an audit trail for corporate records.

Field Configuration
Signature Block Date-stamped signature field for each party
Authentication Level Email or SMS code; use stronger ID for high-risk
Attachments Include board minutes and resolution exhibits
Final Archive Save PDF/A with audit trail metadata

Technical considerations when eSigning a Change of Director Agreement

Confirm the eSignature platform supports secure authentication, audit trails, and the document formats you need before sending.

  • File formats: PDF, DOCX supported
  • Authentication: Email, SMS, or advanced options
  • Security: TLS in transit; AES-256 at rest

Ensure the chosen provider meets any industry-specific compliance requirements (for example, HIPAA or 21 CFR Part 11) and preserves signed records for retention policies.

Timelines and filing expectations to plan for

Plan timing around board meetings, effective dates, and state filing windows to avoid delays in official records and authority changes.

Board approval timing:

Schedule before effective date to ensure authorization

Effective date designation:

Specify precise MM/DD/YYYY to determine responsibility

Secretary of State filings:

File within state-allowed timeframe to update public records

Bank/vendor updates:

Allow several business days for institutions to refresh authorized signers

Record retention start:

Retention begins on effective date or signature date

Key milestones from draft to completed filing

Sequential milestones help you track drafting, approval, signing, and state filing so all stakeholders meet governance obligations.

01

Draft Completed

Agreement drafted and exhibits attached for review

02

Board Approval

Formal resolution passed to authorize the change

03

Execution

Signatures collected and dated by all parties

04

State Filing

Submit required updates to Secretary of State

eSignature vendor pricing and feature snapshot for signing and filing

Comparison of typical starting prices and core capabilities relevant when executing a Change of Director Agreement; vendor features and plan limits vary by plan.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about Change of Director Agreements

Answers to common execution, enforceability, and filing questions to reduce delays and ensure valid corporate records.


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