In most cases, a board resolution is sufficient for a Managing Director designation change — the title is an internal designation assigned by the board, not a constitutional change that requires shareholder approval. A shareholder resolution is not typically required unless the company's Articles of Association specifically reserve the MD appointment to shareholders, or unless the change is being combined with other changes that do require shareholder approval. We review the Articles before advising.

An MD designation change updates who holds the Managing Director title and the associated management authority. A signing authority change (Scenario S.3) updates the specific conditions under which a director may bind the company by signature — sole, joint, or conditional. The two are related but distinct. A director can hold the MD title without being a sole signatory; a signatory can execute binding documents without being the MD. Many companies change both simultaneously — in which case we advise on the most efficient way to structure the filings.

Yes. The Managing Director designation can only be assigned to a person who is already a registered director of the company. If the intended MD is not yet on the board, a director appointment (Scenario S.1) must be completed first — the Bor Or Jor 5 filing must be submitted and the updated affidavit must show the person as a director before the MD designation can be formally assigned. We confirm this sequence at the outset where both changes are needed.

The new designation takes external legal effect once the DBD filing is processed and the updated affidavit is issued. A board resolution alone establishes the change internally. Banks, licensing authorities, and counterparties will rely on the affidavit — a person described as Managing Director on a business card or contract but not on the current affidavit has no formal standing in that capacity until the record is updated. We recommend not communicating the change externally until the updated affidavit is in hand.

Appointing a new director (Scenario S.1) adds a new person to the board and requires a shareholder resolution, a director consent letter, and a Bor Or Jor 5 DBD filing. Changing a Managing Director designation (this service, Scenario S.4) applies to an existing board member — it updates their recorded title without changing the board composition. A shareholder resolution is not required in most cases and the process is simpler. If the new MD is not yet on the board, the appointment must be completed first.