Appointing or Removing a UK Company Director
If you need to appoint or remove a director from your UK company, it’s important to follow the correct legal and administrative steps. Below is a comprehensive guide to help you understand the process, requirements, director responsibilities, and how we can assist.
Who Can Be a Director?
A company director must:
- Be at least 16 years old
- Not be disqualified from acting as a director
- Not be an undischarged bankrupt (unless granted court permission)
- Be a real person (not a company, unless it’s a corporate director and the law allows it)
There must always be at least one director who is an individual (not a corporate body).
Common Reasons for Appointing/Removing a Director
- Retirement or resignation
- New appointment to support business growth
- Restructuring or sale of the company
- Death or disqualification
Steps to Appoint a New Director
- Check the Articles of Association
Ensure the company’s articles do not contain any special rules or restrictions about appointing directors. The UK Model Articles (for private companies limited by shares) do not generally impose significant restrictions on adding or removing directors—but they do lay out procedural requirements that must be followed. - Obtain Board or Shareholder Approval
Appointment is usually made by:- The existing board of directors, or
- A resolution of the shareholders, if required by the articles.
- Get Consent from the New Director
The new director must confirm they agree to act in the role (usually via a signed form or letter). - Notify Companies House
Submit Form AP01 online to notify Companies House of the new appointment. Deadline: Within 14 days of the appointment.
Steps to Remove a Director
- Voluntary Resignation
The director should provide a written resignation, and the board or shareholders should formally record the resignation. - Removal by Shareholders
Shareholders can remove a director by passing an ordinary resolution (requires a vote at a general meeting with proper notice). - Update the Company Register
Record the change in the company’s statutory registers. - Notify Companies House
Submit Form TM01 to notify Companies House of the director’s removal or resignation. Deadline: Within 14 days of the change.
Identification and Information Requirements
When appointing or removing a director, specific information must be provided to Companies House:
For Appointing a Director (Form AP01):
- Full Name: Including any former names used for business purposes in the last 20 years.
- Date of Birth: Month and year only.
- Nationality: As per the standard list accepted by Companies House.
- Occupation: If any.
- Country/State of Residence: As per usual residential address.
- Service Address: This will appear on the public record.
For Removing a Director (Form TM01):
- Full Name: As currently registered.
- Date of Termination: The effective date of resignation or removal.
All information provided will appear on the public record.
Director Duties and Risks
Appointing a director is not just a formality—it’s a legal role with serious responsibilities.
Under the Companies Act 2006, all directors have seven core statutory duties:
- Act within powers
Follow the company’s constitution and exercise powers only for their proper purpose. - Promote the success of the company
Act in good faith in a way that benefits the company as a whole, considering long-term consequences, employee interests, reputation, and more. - Exercise independent judgment
Directors must make their own decisions and not simply follow others blindly. - Exercise reasonable care, skill and diligence
This means both a general standard and any specific expertise the director may bring. - Avoid conflicts of interest
Personal interests must not interfere with the company’s interests. - Not accept benefits from third parties
Particularly where it could cause a conflict of interest. - Declare interests in transactions
If a director is interested in a proposed transaction, they must disclose it to the other directors.
Risks of non-compliance include:
- Personal liability for company losses
- Disqualification from acting as a director
- Civil or criminal penalties in serious cases
- Damage to personal and company reputation
For new directors, it’s essential to understand these responsibilities before accepting the role.
Additional Considerations
- Companies House Records: Changes are publicly available online.
- Company Registers: Must be updated to reflect changes in directorship.
- Contracts and Banking: May need updating, especially if the director was a signatory.
- Accountants must be informed to update KYC records and accounting, tax, and payroll software.
How We Can Help
We can:
- Provide consultations on the proposed director changes and advise on your specific case.
- Draft board resolutions and formal documentation.
- File AP01 or TM01 forms with Companies House.
- Review your Articles of Association for any restrictions.
- Ensure full compliance with the Companies Act 2006 and your Companies House filing obligations.
Considering a change in directorship?
Get in touch—we’ll guide you through the process clearly and efficiently, with everything handled correctly and on time.
A word of caution:
Changing directors without proper advice can create unexpected legal, financial, or tax consequences. You must ensure you’re satisfied that the proposed changes won’t affect your tax position, director remuneration, or company structure. Putting things right after the event is almost always more costly and time-consuming than getting it right from the outset, so we strongly recommend seeking advice before proceeding.
While every care and attention has been taken to ensure the accuracy of the information contained in this publication, it has been prepared in general terms and does not constitute advice. It should only be regarded as general guidelines. The information may change over time and is not a substitute for professional advice. Users are encouraged to verify the information independently or consult one of our qualified professionals at EOACC LTD for specific guidance. Any liabilities or losses arising, or enquiries raised by HM Revenue and Customs or any other parties, due to the taking or refraining of actions referred to in this publication are not the responsibility of EOACC LTD.
