Generally (but not always), the Articles of Association of the 1931 Act company permit directors to be appointed by a directors resolution and in practice this is the usual mechanism for appointing directors. The steps below are relevant in this case.
Step 1 – New director signs a consent to act letter. The resigning director (if any) signs a resignation letter. See draft consent to act letter and draft resignation letter.
Step 2 – Convene a Directors meeting for the purpose of replacing / appointing directors. See draft minutes – Minutes – Add a director (1931) or Minutes – Replace a director (1931)
Step 3 – Update the register of directors.
Step 4 – Complete, sign and file a form 9N at the Companies Registry.
Step 5 – File the original board minute together with a copy of the 9n in the director’s minute book.
Note: The appointment / replacement of directors by the shareholders follows a different process. This is more complex and advice may be required.