Table of Contents
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
- 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.