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Change of Directorship Agreement

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CHANGE OF DIRECTORSHIP AGREEMENT

This Change of Directorship Agreement ("Agreement") is made as of by and between Company Name: , Registered Number: , Registered Office: and Incoming Director Name: , Address: .

RECITALS

WHEREAS, the board of directors of the Company has determined that it is in the best interests of the Company to effect a change in the composition of the board by accepting the resignation of the outgoing director and appointing a new director;

WHEREAS, Outgoing Director Name: has delivered a written resignation dated and the Company intends to accept that resignation in accordance with its articles and applicable law;

WHEREAS, the Incoming Director has expressed willingness and ability to serve as a director of the Company and has delivered all consents and disclosures required by law and the Company's governance documents.

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

1. APPOINTMENT

1.1 Appointment. Subject to the terms of this Agreement, the Company hereby appoints Incoming Director Name: to act as a director of the Company effective on (the "Appointment Date"). The Appointment is subject to the Incoming Director delivering written acceptance and any required board or shareholder approvals.

2. RESIGNATION OF OUTGOING DIRECTOR

2.1 Resignation. The Company shall accept the resignation of Outgoing Director Name: effective on and shall take all corporate actions necessary to give effect to that resignation.

2.2 Effect of Resignation. Upon the effective resignation, the Outgoing Director shall cease to be a director and shall deliver to the Company any Company property in the Outgoing Director's possession. The Outgoing Director acknowledges that all rights and entitlements arising solely from directorship shall cease as of the resignation effective date unless otherwise agreed in writing.

3. ACCEPTANCE AND CONSENTS

3.1 Acceptance. The Incoming Director hereby accepts the appointment and covenants to perform the duties of a director in accordance with the Company's articles of association and applicable law.

3.2 Director Consents. The Incoming Director represents and warrants that the Incoming Director is not subject to any prohibition, disqualification or restriction that would prevent lawful service as a director and has provided all necessary consents and disclosures to the Company prior to the Appointment Date.

4. BOARD RESOLUTION AND FILING OBLIGATIONS

4.1 Board Approval. The Company shall propose and record a board resolution approving the resignation and appointment at a meeting or by written resolution. Board resolution date: .

4.2 Filings. The Company shall effect all filings and notifications required by applicable corporate law and regulatory authorities in connection with the resignation and appointment within the time periods required by law.

5. DUTIES, CONDUCT AND CONFIDENTIALITY

5.1 Duties. The Incoming Director shall discharge fiduciary duties owed to the Company, including duties of care, loyalty and good faith, and shall comply with the Company's policies, codes of conduct and applicable law.

5.2 Confidentiality. The Incoming Director shall keep strictly confidential all non-public information acquired in the course of service as a director and shall not disclose such information except as required by law or with the prior written consent of the Company.

6. INDEMNITY AND INSURANCE

6.1 Indemnity. The Company shall indemnify the Incoming Director to the fullest extent permitted by law against liabilities, costs and expenses reasonably incurred by the Incoming Director in connection with acts or omissions undertaken in good faith in the performance of duties as a director, subject to applicable law and the Company's constitution.

6.2 Directors' and Officers' Insurance. The Company shall maintain directors' and officers' liability insurance covering the Incoming Director on terms no less favorable than those in effect immediately prior to the Appointment Date for so long as the Company ordinarily maintains such insurance for directors.

7. TAXES AND REMUNERATION

7.1 Remuneration. Unless otherwise agreed in a separate writing, the Appointment confers no entitlement to additional remuneration beyond amounts expressly approved by the board or shareholders. If any remuneration is agreed, set out the terms here:

8. NOTICES

8.1 Method. Any notice or communication required or permitted under this Agreement must be in writing and delivered by hand, courier, or registered mail to the address for service set out below or such other address as a party may designate by notice in accordance with this clause.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations. Each party represents and warrants that it has full corporate power and authority to enter into this Agreement, that the execution and performance of this Agreement has been duly authorized, and that this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

10. TERMINATION

10.1 Termination. This Agreement may be terminated by mutual written consent of the parties or in accordance with the Company's constitution and applicable law. Termination shall not relieve either party of obligations accrued prior to termination.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company's registered office is situated, without regard to conflict of law principles.

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings and negotiations, whether written or oral.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

11.4 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. Failure or delay to exercise any right shall not operate as a waiver of that right.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Execution by electronic signature, facsimile or scanned image shall be deemed an original signature for all purposes.

Company Printed Name:

By:

Date:

Incoming Director Printed Name:

By:

Date:

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

A Change of Directorship Agreement documents the resignation, removal, or appointment of a director and records the parties' mutual representations, effective date, and transitional arrangements. It formalizes the corporate action so the board, shareholders, and regulators have a clear record of who holds director-level authority and when that authority shifts. Typical content includes identification of the outgoing and incoming directors, effective date, board resolutions or authorizations, any severance or indemnity language, and instructions for updating corporate filings, stock ledgers, and public records.

Why documenting a directorship change matters

A clear written agreement reduces uncertainty about authority, preserves corporate governance records, and supports required public filings. It helps the company meet statutory and fiduciary duties, avoid disputes, and provide evidence for banks, regulators, and counterparties that rely on current director lists.

Why documenting a directorship change matters

Who typically prepares and signs this agreement

Corporate secretaries, general counsel, board chairs, and corporate administrators most commonly prepare and distribute the Change of Directorship Agreement.

  • Board officers and corporate secretary: Draft and record board resolutions and ensure corporate minutes reflect the change.
  • Incoming director: Reviews commitments, fiduciary duties, and any indemnity or compensation terms before signing.
  • Outgoing director and shareholders: May need to sign or acknowledge compensation, confidentiality, or transition provisions.

Having the right internal and external signatories identified in advance streamlines execution and subsequent filings with state agencies and financial institutions.

Who can sign and their roles

Board Chair

As the board leader, the chair often signs on behalf of the board to acknowledge a director change and to confirm adoption of the related board resolution; their signature documents board-level authorization and effective timing.

Corporate Secretary

The corporate secretary certifies corporate records, ensures filings (Secretary of State, stock ledger) are updated, and often countersigns to verify that minutes and resolutions match the agreement.

Core sections to include in a professional Change of Directorship Agreement

A complete agreement combines factual details with governance and transition language to avoid later disputes and support filing requirements.

Parties

Identify the corporate entity and the outgoing and incoming directors by full legal name, title, and business address.

Recitals

Summarize board resolution authority, the reason for the change, and the corporate action authorizing the appointment or removal.

Effective Date

State the precise effective date and time the director’s rights and duties begin or end.

Transition Obligations

Any handover duties, access to company records, return of property, and non-disclosure or non-solicit terms are described here.

Compensation and Indemnity

Document any final compensation, outstanding equity treatment, and indemnification or directors’ insurance coverage details.

Authorizations and Filings

Specify which officers will file required amendments with the Secretary of State, update bank signatory lists, and notify regulatory counterparties.

Essential information fields to capture

Director Name: Full legal name
Date of Birth: Used for identity verification
Address: Street, city, state, ZIP
Effective Date: MM/DD/YYYY format
Board Resolution: Resolution reference or minute book entry
Signatory Role: Title and authority (e.g., Chair, Secretary)

Step-by-step: completing and executing the agreement

Follow these core steps to prepare, approve, and finalize a Change of Directorship Agreement so records and filings remain consistent.

  • 01
    Draft: Prepare the agreement linked to the board resolution and attach supporting minutes.
  • 02
    Review: Have counsel or the corporate secretary verify statutory compliance and fiduciary disclosures.
  • 03
    Approve: Obtain board or shareholder approvals required by bylaws or charter.
  • 04
    Execute: Collect signatures, notarizations if required, and distribute executed copies to stakeholders.

How to configure an online workflow for this agreement

Set up a structured eSignature workflow to route the agreement securely and capture a complete audit trail.

Field Configuration
Signing Order Sequential routing: Board Chair → Incoming Director → Corporate Secretary
Authentication Email link with optional SMS code or knowledge-based verification for higher assurance
Attachments Include board minutes, resolutions, and ID documents as required
Notifications Set reminders and final completed-document delivery to all signers and corporate records

Where to send and who receives the final agreement

A clear routing plan ensures both legal and operational stakeholders receive records and that statutory filings happen on time.

  • Board Records: Corporate secretary stores the signed agreement and links it to board minutes.
  • Secretary of State: Officer or agent files any required director updates or annual report amendments.
  • Banks and Counterparties: Update bank signatory lists and major counterparties with certified copies if needed.
  • Insurance/Indemnity: Provide copies to D&O insurer and legal counsel to preserve coverage continuity.

Distribution and eSubmission methods for execution

Choose delivery channels based on signer access and required assurance level.

  • Email link: Convenient for most signers; suitable with audit trail and optional SMS code.
  • In-person or Kiosk: Useful when identity must be verified with physical ID and witness present.
  • Remote Online Notary (RON): Use where notarization is required and state RON rules permit remote notarization.

Use a platform that supports required authentication levels, retains tamper-evident copies, and provides a clear audit trail for future corporate, banking, and regulatory needs.

Timing considerations and common filing deadlines

Track effective dates, corporate filing deadlines, and any contractually required notice periods to avoid penalties or invalid filings.

Effective Date Accuracy:

Ensure the effective date is specified and matches board resolution timing.

Secretary of State Filings:

File any director-update forms as required by state law or annual report cycles.

Banking Updates:

Notify banks promptly to update authorized signers for checks and wire transfers.

Insurance Notification:

Inform D&O insurer to confirm continued coverage for incoming director.

Record Retention Start:

Retention periods typically begin on the effective date or execution date.

Key processing milestones from resolution to filing

A sequential milestone view helps coordinate drafting, approvals, signatures, and statutory filings.

01

Board Resolution Adopted

Draft and approve the board resolution authorizing the directorship change.

02

Agreement Drafted

Prepare the Change of Directorship Agreement with attached minutes.

03

Signatures Collected

Obtain required signatures and notarizations, if applicable.

04

Filings Completed

Submit updates to Secretary of State, banks, and insurers as needed.

Common mistakes to avoid

  • Missing or inconsistent effective dates between resolution and agreement causing ambiguity.
  • Failure to update bank or regulatory records leading to unauthorized access or transaction rejection.
  • Notarization or witness omissions where state law requires them, invalidating the filing.
  • Using initials or informal signatures that fail to meet corporate signature requirements.

Potential consequences of errors

Filing Rejection: Delays in updating public records
Bank Access Risk: Unauthorized transactions or frozen accounts
Insurance Gaps: Loss of D&O coverage if not notified
Fiduciary Claims: Litigation risk for unclear authority
Contractual Breach: Counterparty disputes over valid signatory authority
Regulatory Fines: State penalties for late or incorrect filings

Download, export, and file formats to preserve evidentiary value

Preserve signed agreements in tamper-evident formats and with audit metadata to ensure admissibility and reproducibility.

PDF/A Export

Export a PDF with embedded audit trail and signatures to preserve the record in a widely accepted archival format.

Signed PDF with Audit

Include timestamp, signer IP, and completion certificate embedded with the PDF for evidentiary support.

DOCX / Source

Keep an editable source copy for internal review, but use only the signed PDF for official filings.

Secure Cloud Storage

Store finalized records in access-controlled repositories that support encryption at rest and versioning.

Practical tips for accurate, efficient completion

Follow these best practices to reduce rework and ensure legal and operational consistency.

Standardize Templates
Use an approved corporate template that includes required clauses and references to minute book entries to reduce drafting errors.
Verify Identities
Confirm signers’ identities using government ID and appropriate authentication for electronic signatures to prevent disputes.
Link to Minutes
Attach or cite board minutes and resolution identifiers to connect the agreement to corporate action definitively.
Record Filings
Log every statutory filing, bank update, and insurer notice with dates and confirmation numbers for auditability.

Examples: typical scenarios and practical notes

Real-world examples show how the agreement adapts to different corporate events.

Board Appointment

A startup appoints an investor-director following investor consent

  • Document includes vesting schedule and indemnity
  • The agreement referenced the board minutes and specified bank notification steps, preventing delays when updating signatory authority for company accounts.

Voluntary Resignation

An officer resigns for personal reasons

  • Agreement confirms final compensation and return of property
  • The signed document, linked to minutes, preserved D&O coverage and avoided later claims about unpaid compensation.

eSignature vendor feature and pricing snapshot

Compare commonly evaluated items for executing Change of Directorship Agreements; signNow is listed first per vendor comparison conventions.

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, no card required Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes Yes
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently asked questions about Change of Directorship Agreements

Answers to common questions about execution, notarization, eSignature validity, and filing steps.


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