The first directors of a limited company are appointed by members (shareholders or guarantors) during the incorporation process. After company formation, members can appoint a new director at any time, either to replace or support the current director(s).
Private limited companies must have at least one natural (human) director at all times. There is no statutory limit to the number of directors a company can have, unless restrictions are stipulated in the articles of association. In many companies, members appoint themselves as directors.
How do I appoint a director after company formation?
Typically, new director appointments are approved by a resolution of the members at a general meeting or in writing. However, some companies may grant this decision-making power to the board of directors. The specific rules and procedures pertaining to your company will be outlined in the articles of association, so you should refer to this constitutional document in the first instance.
When you have selected and approved the appointment of a suitable candidate, you can formally appoint the new director using Companies House Form AP01. This can be completed online and submitted to Companies House via WebFiling, or you can complete and post the paper form instead.
Alternatively, you can appoint a director free of charge through Rapid Formations’ Online Admin Portal. There is no need to complete Form AP01. You will simply enter a few details on our system and submit the information electronically to Companies House.
Companies House will review the filing and update the public register with the new director’s details. This is usually done within 24 hours of submission. You must also update your company’s own statutory Register of Directors, which should be stored at your registered office address and kept available for public inspection.
Required information to appoint a director
To appoint a director via WebFiling or Rapid Formations’ Online Admin Portal, you must provide the following information for Companies House:
- Date of appointment
- Full name of new director
- Former name(s), if used for business purposes within the past 20 years
- Nationality
- Date of birth (only the month and year will be disclosed on public record)
- Business occupation (if any).
- Service address
- Usual residential address (not disclosed on public record, unless provided as a service address)
The individual’s ‘consent to act’ as a director of the company must also be confirmed by checking the relevant box on the online or postal appointment form. This indicates that the person agrees to the appointment. It replaces the previous requirement of the new director to provide a physical signature or digital authentication.
Are directors’ middle names required?
Companies House requests the “Surname” and “Full Forename(s)” of each director upon appointment. You can withhold middle names if you want, but you may find that banks, lenders, and other third parties require directors’ middle names for their paperwork or registers. To be on the safe side, it’s best to enter the director’s name exactly as it appears on their passport.
What should I list as a director’s occupation?
When you appoint a director during or after company formation, you will be asked to provide their business occupation. You can list the occupation of a company director as a specific profession (if the director has one) that is relevant to their appointment, or you can simply state “Director”. Alternatively, you can leave this section of the form blank.
Almost anyone can be a director of a limited company – there are no specific qualifications, knowledge, or skills required. It is simply an officeholder position. However, sometimes a director’s profession will be the basis of the company’s activities – for example, a solicitor who is the director of a law firm, or a chartered accountant who is the director of an accountancy firm.
On the other hand, the qualifications or work experience of many directors are completely unrelated to their role or the nature of business activities carried out by the company.
Can I remove a director before appointing a new one?
If your company has only one director, you must appoint a replacement before removing the existing director. Similarly, if the company’s articles of association stipulate a minimum number of directors other than one, you will need to maintain this minimum at all times.
Your company cannot be without a director for any period of time, so you must ensure a replacement is officially appointed and registered at Companies House prior to removing the current director’s details from the public register.
Furthermore, you must have at least one natural director appointed at all times. You are legally permitted to appoint a corporate director (a legal entity, like another company), but you cannot have a corporate entity as the only director.
Please note, however, that the use of corporate directors (in most circumstances) has been outlawed, but the enforcement of this ban is currently postponed. If you are planning to appoint a corporate director, or your company already has one, the status of this ban should be routinely monitored.
Who can I appoint as a company director?
There are very few restrictions to becoming a company director. You can appoint an individual person or a corporate body provided they are not:
- under the age of 16
- a disqualified director
- an undischarged bankrupt (a bankrupt person awaiting an order of discharge by the court)
- a person or corporate body that is also the auditor of the company
- anyone who is disqualified by provisions in the articles of association
Directors do not have to be shareholders (or guarantors) – their role is to run a company on behalf of its members. However, it is commonplace for members to appoint themselves as directors of their own companies. Similarly, directors are routinely offered shares in the companies they manage.
Address requirements for company directors
Directors must supply a Usual Residential Address (home address) and a Service Address upon their appointment. There is no requirement for either address to be situated in the UK.
A director’s home address can be used as a service address. However, Companies House will place this information on the public register. We always advise the use of a non-residential service address to protect the privacy of your home.
Hi, are you able to rescind the offer of a directorship if you are unable to agree on payment terms? This is before all the documentation has been completed and no resolution has been passed by the board or its directors. Thank you.
Thank you for your kind enquiry.
Unfortunately, we are unable to comment on individual cases and we would recommend you seek the advice of a solicitor.
In general terms, the ability to rescind the offer of a directorship is usually dependent on what was actually agreed in the offer itself (e.g. whether said offer is subject to certain conditions being met). A key point from a company secretarial perspective is whether the person is considered to have been appointed. The articles of association will determine how a director can be appointed,
Usually, this is made by passing a resolution of the shareholders, or by a decision of the directors – the model articles provide for this in section 17. The fact the documentation has not been signed (in particular the resolution) suggests the director may not have been appointed.
If however under the articles the method of appointment has already been met, then you will need to undertake removal of the director, if they do not resign. Removals can be undertaken under section 168 of the Companies Act.
I trust this is of assistance.
Kind regards,
The Rapid Formations Team
Hi there,
Great article.
One question – What documents will I receive from the Companies House after Im appointed as a director.
Meaning that would I have some document or some soft copy to show to anyone to state that I’m the director of the company?
Thank you
Thank you for your kind enquiry, Shantanu.
Unfortunately, you will not be sent any documents from Companies House relating to the appointment of yourself as a director, after it has happened. However, you will be listed on Companies House public register as a director for the company (under the ‘People’ section of the company’s listing on Companies House), and you can download and print electronic versions of the document listed on Companies House appointing you as a director, as this will be listed in the ‘Filing History’ section of the company in question.
You should use these two pieces of evidence to prove you are a current director of the company.
I trust this information is of use to you.
Regards,
Rachel
Hi there!
Further to the previous question – is there any id check on the newly appointed director or shareholder? Or one can simply fill in the forms and send them? I mean, when forming the company ID checks are ran, at least by the agents. But what about when appointing new directors?
Hello there.
Could you tell me please if it is illegal to appointment someone as a company director without their knowledge and/or consent and what could be done about it?
Many thanks in advance.
Y
Hi Yvette
Thank you for your comment.
To appoint a new company director, the company should pass a board resolution and prepare a ‘consent to act’ letter which should be signed by the appointee. Both the resolution and letter of consent should be filed with the company’s records and made available for inspection by the directors, company secretary and shareholders.
If a director has been appointed without his consent, they should write to the company and formally ask to be resigned as a director. Should the company fail to comply with this request, remedy through the courts can be sought; however, we would recommend taking legal advice in such circumstances.
Kind regards,
Graeme
Hello, I’m on a uk work from home site and have been asked to be a director for a company all I will do is sign forms and send them back and get paid £500 every 3 months and additional £500 if I have their post to my address to be forwarded on. However I’m not sure why the company wouldnt use someone from their company and use their own registered address? I have spoke to the woman by phone and it does all seem ok but something doesnt sit right why they need somebody external to do this, either money laundering or just trying to get my details to steal my identity. I also dont want to be left in financially or legal obligations but they have said I wouldn’t be which obviously they would. If someone shed some light
Thank you for your question Gemma. Unfortunately we cannot advise on the practices of other companies. If you have any further reservations, I would recommend contacting Companies House on 0303 123 4500. Sorry I could not be of more help.
Kind regards,
Rachel
Wow, what an amazing and informative guide. I really appreciate all of the insight that you’ve provided. Very thorough!
Hi Rachel
In a company limited by guarantee can a member be prevented from standing in an election to be a director if they owe money to the company, and are refusing to pay prior to becoming a director. Also are the other members who will vote entitled to be told of the outstanding debts.
Thanks
Dear John
Thank you for your message.
Unfortunately we are not legal experts and are therefore unable to answer your question. I would suggest you take legal advice on this matter.
Kind Regards