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Director Change Agreement

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DIRECTOR CHANGE AGREEMENT

This Director Change Agreement (the Agreement) is entered into as of the day of by and between Company Name: , a entity organized under the laws of , with its principal office at (the "Company"), and Director Name: , residing at (the "Director").

RECITALS

WHEREAS, the Director currently serves as of the Company and has delivered or will deliver a written resignation or consent to appointment to be effective as of the Effective Date; and

WHEREAS, the Board of Directors of the Company has, by resolution dated , approved the change in the composition of the Board and authorized the Company to enter into this Agreement; and

WHEREAS, the Company and the Director wish to set forth their respective rights and obligations in connection with the Director's resignation, appointment, or change of status.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. RESIGNATION / APPOINTMENT

1.1 Resignation or Appointment. The Director hereby from or to the office of Director of the Company, effective as of the Effective Date set forth above. The Director shall cooperate in executing any company or regulatory documents necessary to effect the resignation or appointment.

1.2 Board Action. The Company represents that the Board has taken or will take all corporate actions necessary to reflect the change in director status and that such actions will be consistent with this Agreement.

2. CONSIDERATION

2.1 Payment. In full consideration for the Director's obligations under this Agreement, the Company shall pay to the Director the sum of , less lawful withholdings, payable in the manner set forth below.

3. DUTIES, COVENANTS AND TRANSITION

3.1 Transition Assistance. For a period of days following the Effective Date, the Director shall reasonably assist the Company in the orderly transition of responsibilities, including transfer of company documents, files and access credentials.

4. CONFIDENTIALITY

The Director acknowledges and agrees that during and after the Director's service with the Company the Director shall not disclose or use, other than for the benefit of the Company, any confidential or proprietary information of the Company, including but not limited to trade secrets, financial information, customer lists, pricing, or business strategies, except as required by law. The obligations in this Section survive termination of the Director's service for a period of years.

5. RETURN OF COMPANY PROPERTY

The Director shall return to the Company, within days of the Effective Date, all Company property, including keys, access devices, computers, phones, documents (including electronic copies) and any other materials belonging to the Company.

6. REPRESENTATIONS AND WARRANTIES

6.1 The Director represents and warrants that the Director has full authority to enter into this Agreement and that the execution, delivery and performance of this Agreement do not violate any agreement, law or obligation binding on the Director.

6.2 The Company represents and warrants that it has the corporate power and authority to enter into this Agreement and that the execution, delivery and performance hereof have been duly authorized by all necessary corporate action.

7. RELEASE AND INDEMNIFICATION

7.1 Release. Subject to receipt of the consideration set forth herein, the Director releases the Company from any claims arising out of the Director's service through the Effective Date, except for claims arising from fraud or willful misconduct.

7.2 Indemnification. The Company agrees to indemnify and hold harmless the Director to the fullest extent permitted by applicable law for acts or omissions undertaken in the Director's corporate capacity prior to the Effective Date, subject to the Company's articles, bylaws and any insurance policies in effect.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the parties at their respective addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party against whom the amendment, modification or waiver is sought to be enforced. Waiver by either party of a breach of any provision shall not operate or be construed as a waiver of any other or subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

12. EXECUTION

The parties agree that signatures transmitted by electronic means shall be deemed to be original signatures and shall be legally binding for all purposes.

Company:

By:

Date:

Director:

By:

Date:

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What a Director Change Agreement Is and When It’s Used

A Director Change Agreement is a written record that documents the appointment, resignation, removal, or replacement of a corporate director and the board action approving that change. It typically records the parties, effective date, board resolution reference, acceptance by the incoming or outgoing director, and any conditions or consideration. The agreement supports corporate minutes, internal governance, and, where required, downstream filings or updates to corporate records such as meeting minutes, stock ledgers, or filings with the Secretary of State.

Why a Clear Agreement Matters for Corporate Governance

A concise Director Change Agreement creates an auditable record, reduces disputes about authority, and helps ensure compliance with bylaws and state corporate law. It provides a clear effective date, documents acceptance, and supports any required public filings or internal reporting.

Why a Clear Agreement Matters for Corporate Governance

Who Typically Prepares and Signs This Agreement

The Director Change Agreement is used by persons responsible for corporate governance and recordkeeping before and after director transitions.

  • Corporate secretaries and in-house counsel who maintain minute books and filings.
  • Board chairs and directors confirming appointment, resignation, or removal.
  • Company executives and registered agents coordinating state-level updates.

Use this agreement alongside board minutes and any required state filings to maintain a complete corporate record.

Typical Signers and Their Roles

Corporate Secretary

The corporate secretary prepares and maintains the original agreement and records the board resolution in the minute book; they confirm that the change complies with bylaws and advise on any required filings.

Incoming Director

The incoming director signs to accept appointment and acknowledge fiduciary duties and any conflict disclosures; the signature documents consent and the effective assumption of board responsibilities.

Core Elements to Include in a Professional Agreement

A well‑drafted Director Change Agreement is concise and covers identity, authority, acceptance, effective timing, and filing instructions.

Effective Date

Specify MM/DD/YYYY format and whether the change is immediate or conditional; this date determines when fiduciary duties begin or end.

Parties

Identify the corporation by legal entity name and the full legal names of incoming and outgoing directors, including titles if relevant.

Board Resolution

Reference the board resolution or meeting date authorizing the change; include minute book location and resolution identifier.

Acceptance

Incoming director should sign an acceptance clause acknowledging duties, conflicts, and consent to serve.

Consideration

If any compensation, indemnity, or vesting adjustments occur with the change, record those terms clearly.

Filing Instructions

State whether a Secretary of State filing, amendment to the charter, or notice to stakeholders is required and who will complete it.

Required Data Fields at a Glance

Director Name: Full legal name
Company Name: Exact entity name
Effective Date: MM/DD/YYYY
Board Resolution: Resolution ID or date
Signature Block: Name, title, date
Notary Section: If required, acknowledgment

Step-by-Step: Preparing and Executing the Agreement

Follow a simple four-step sequence to prepare, approve, sign, and file the Director Change Agreement so records are complete and enforceable.

  • 01
    Prepare draft: Populate parties, effective date, board resolution reference.
  • 02
    Board approval: Obtain formal resolution and record minutes.
  • 03
    Signatures: Collect required signatures and notarization if needed.
  • 04
    File and store: Update minute book and any required state records.

Common Online Workflow Settings for Digital Completion

Configure your eSigning workflow so the correct people sign in the right order and the audit trail captures required evidence.

Field Configuration
Signing Order Sequential or parallel signer routing
Authentication Email link, SMS code, or ID verification
Conditional Fields Show fields only when specific choices are selected
Audit Trail Capture IP, timestamp, and signer actions

Where the Signed Agreement Typically Goes Next

After execution, route copies to parties, update company records, and file only if a statutory change requires public filing.

  • Corporate Secretary: Stores the signed original in the minute book.
  • Incoming Director: Receives an executed copy for personal records.
  • Registered Agent: Notified if the change triggers a public filing.
  • Secretary of State: File only when articles or bylaws require public amendment.

Digital Delivery, Format, and Integration Needs

Use a platform that supports common document formats, strong audit trails, and your required signer authentication methods.

  • Integrations: Salesforce, NetSuite, Microsoft 365
  • File formats: PDF, DOCX, HTML, XLSX
  • Authentication: Email link, SMS, KBA, or advanced options

Timing Considerations and Typical Deadlines

Timing depends on internal governance cycles and whether the change requires external filings; several dates should be tracked and recorded.

Board resolution date:

Record the meeting date authorizing the change.

Effective date:

Document when duties begin or end in MM/DD/YYYY.

State filings:

File only if charter/bylaws mandate public notice.

Tax reporting:

Update payroll and reporting records promptly.

Retention start:

Retention runs from the effective or execution date.

Common Mistakes to Avoid

  • Using inconsistent legal names between the agreement and formation documents, which can complicate filings and identification.
  • Failing to reference the authorizing board resolution or meeting minutes, leaving the appointment unsupported in the corporate record.
  • Assuming notarization is required without checking bylaws or state rules; unnecessary notarization can add cost and delay.
  • Not updating payroll, tax, or corporate contact records after a director change, causing reporting or communication gaps.

Risks and Consequences of an Incorrect Agreement

Invalid Appointment: Board action may be voided
Record Deficiency: Minute book inconsistencies
State Rejection: Filing may be refused
Tax Errors: Payroll reporting issues
Fiduciary Liability: Duty disputes or claims
Loss of Protection: Indemnity or insurance gaps

Supporting Documents and Download Options

Collect a complete package: signed agreement, board minutes, resolution, and any filings; save copies in accessible digital formats for audits.

Supporting Docs

Board minutes, resolution, acceptance letter, conflict disclosures, and any notices to regulators or shareholders.

Export Formats

Save final documents as PDF/A for archiving; also retain editable DOCX for internal updates.

Notarization Copy

If notarized, retain the notarized original plus a scanned, timestamped copy.

Audit Trail

Include the signing certificate with timestamps, IP addresses, and signer authentication evidence.

eSignature Pricing and Feature Comparison (signNow first)

Compare starting price and core features for common eSignature providers; verify plan details with vendors before purchase.

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 Varies Varies Varies
Bulk Send Yes Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Varies Varies Varies Varies
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions About Director Change Agreements

Answers to common procedural and legal questions when preparing, signing, and storing a Director Change Agreement.


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