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Stryf Online · Checklist 03 · Business Consulting

Director Onboarding
Step-by-Step Guide

A comprehensive checklist for onboarding new directors and processing the resignation or removal of existing ones — from pre-appointment eligibility checks through to Company Haus filing and post-appointment compliance.

Company Rules

Showing the standard procedure for companies on the Solomon Islands Model Rules.

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Phase 1: Pre-Appointment Phase 2: Exits Phase 3: Resolutions & Consents Phase 4: Filing & Records
01
Pre-Appointment Preparations
Authority, eligibility & due diligence
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Before any director can be appointed or removed, you must verify each incoming candidate is eligible to act and gather the personal details required for the Company Haus filing. Under the Model Rules, the appointment mechanism is set: the board may appoint a director, with confirmation by shareholders at the next AGM, and shareholders may also appoint directly by ordinary resolution.Before any director can be appointed or removed, you must confirm the company's own rules for making the change, identify who has authority to approve it, and verify each incoming candidate is eligible to act. Skipping these steps is the most common cause of invalid appointments later challenged on the register.

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Confirm Standard Procedure AppliesReview Company's Rules
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Confirm whether the company uses the Model Rules or its own adopted rules.
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Identify the appointment mechanism (board resolution, shareholders' ordinary resolution, or both).
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Check any maximum or minimum number of directors specified in the rules.
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Confirm the company has not adopted any variations to the Model Rules since incorporation.
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Identify the Changes
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List all incoming directors with full legal names.
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List any outgoing directors (resigning or being removed) and the basis for their exit.
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Confirm the effective date for each change.
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Eligibility Check for Each Incoming Director
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Confirm candidate is a natural person aged 18 or over.
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Confirm candidate is not an undischarged bankrupt.
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Confirm candidate is not disqualified under the Companies Act 2009 or subject to a court order.
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Check any further eligibility restrictions in the company's rules.
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Collect Candidate Information
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Full legal name (as on passport or national ID).
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Date of birth and place of birth.
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Residential (physical) address and postal address.
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Contact phone number and email address.
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Confirm Company Authority for the Online Filing
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Identify the person with Company Authority on the Company Haus portal.
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Ensure their logon credentials are current and accessible.
02
Resignations & Removals
Process outgoing directors
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Skip this phase entirely if no directors are leaving. If any are, distinguish between voluntary resignation (a unilateral act by the director that the board simply records) and removal (which requires the shareholders to act). Conflating the two creates legally muddled records.

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For Resigning Directors: Obtain Written Resignation
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Signed and dated resignation letter from each departing director, addressed to the company.
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Confirm the effective date of resignation is clearly stated.
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Record the company's date of receipt of each resignation letter (date-stamp, email timestamp, or board minute). A resignation takes effect on receipt, or on the later effective date stated in the letter — the company does not need to "accept" it.
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For Removals: Pass a Shareholders' Ordinary ResolutionFor Removals: Pass a Shareholders' Resolution
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Confirm removal procedure in the company's rules (typically an ordinary resolution of shareholders).
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Give the affected director any notice required under the rules.
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Pass and record the resolution removing the director.
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Settle Any Outstanding Matters with the Outgoing Director
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Retrieve company property (records, devices, keys, access cards).
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Revoke email, system, and physical access.
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Settle director's fees, expense reimbursements, or any other outstanding payments.
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Verify Remaining Board Still Meets Minimum Director Requirements
03
Resolutions & Consents
Formal approval & Form 8
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This is the formal approval phase. Whether appointments are made by board resolution, shareholders' ordinary resolution, or both depends on the company's rules. Each incoming director must sign Form 8 (Consent and Certificate of Director) before their appointment can be registered with the Company Haus.

Choose your path
Which resolution(s) will the company pass?
The right combination depends on your rules and what's practical. The simpler the company, the simpler the path. Pick one — you can change it any time and the checklist below will adapt.
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Directors' Resolution
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Hold a board meeting or prepare a circular resolution in writing.
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Resolve to acknowledge receipt of any resignations and/or appoint new directors (under Model Rules the board can appoint, subject to confirmation by shareholders at the next AGM).Resolve to acknowledge receipt of any resignations and/or appoint new directors (per the rules).
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Authorise a continuing director or officer to execute documents and lodge filings.
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Obtain signatures of all current directors on the resolution.
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Record each signatory's full residential address against their signature (not a PO Box) — required for identification and for any future filings.
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Shareholders' Resolution
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Prepare an ordinary resolution. Under Path A this is the single omnibus resolution — acknowledges receipt of resignations, appoints new directors, and authorises filings. Under Path C it confirms (or carries out separately) the appointments approved by the board.
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Circulate to shareholders for written signature, or convene a general meeting (or schedule for the next AGM) — whichever your rules and timing allow.
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Obtain signatures or record voting results, and file the signed resolution in the minute book.
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Record each signatory's full residential address against their signature (not a PO Box) — required for identification and for any future filings.
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Complete Form 8 — Consent and Certificate of Director
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One Form 8 per incoming director.
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Each form personally signed and dated by the appointee.
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Certifies consent to act and non-disqualification under the Companies Act 2009.
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Disclosure of Interests by New Directors
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Collect declarations of any conflicts of interest or interests in transactions.
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Record disclosures in the company's interests register.
04
Filing & Post-Appointment Compliance
Company Haus, records & third parties
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Director changes must be notified to the Registrar of Companies within 20 working days of the effective date, done online through the Company Haus portal. The internal company records must also be brought up to date, and key third parties (banks, tax authorities, regulators) notified separately.

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Lodge Director Changes Online with Company Haus
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Log on to the Company Haus portal as a user with Company Authority.
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Use "Directors – add, remove, update" under Update Company Details.
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Record cessations and appointments with correct effective dates.
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Upload signed Form 8s for each incoming director.
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Submit within 20 working days of the change taking effect.
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Update Internal Company Records
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Update the company's Register of Directors.
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File signed resolutions, resignations, and Form 8s in the minute book.
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Update the interests register and any related declarations.
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Notify Bank & Update Signatories
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Inform the company's bank of director changes.
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Update authorised signatories on bank mandates as required.
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Notify Other Regulators & Counterparties
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Inland Revenue Division (if director details are held there).
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Any sector regulator the company is licensed under.
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Key contractual counterparties where director details were warranted.
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Induct the New Directors
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Provide a copy of the company's rules and recent financial statements.
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Brief on director duties under the Companies Act 2009.
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Walk through current board commitments, key contracts, and live matters.
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Confirm next board meeting date and any standing committee assignments.

🎉 Checklist Complete!

You've worked through all four phases of the director onboarding process. For assistance with any of these steps as a paid service, reach out to the Stryf Online team.

Need help with any of these steps?
Stryf Online can assist with each phase as a paid service. Free online consultation available.

📞 7242819 ✉️ asmokah@stryf.online 📅 Book a Consult