A company director must be at least 16 years old and must not be disqualified from acting as a director. Every company must have at least one individual director. A corporate director is permitted only in limited circumstances and the company must still have an individual director. The proposed appointment should also be checked against the company’s articles of association, any shareholders’ agreement and relevant employment or investment documents.
The company should obtain the proposed director’s agreement to act and complete appropriate checks. These include confirming their identity, residential address, nationality and date of birth for the company’s records. Harper James is a UK full-service commercial law firm advising businesses on the laws of England and Wales.
The method of appointment depends on the company’s articles. Under the Model Articles commonly used by private companies, directors can generally be appointed by an ordinary resolution of the shareholders or by a decision of the existing directors. The company should record the decision in board minutes or shareholder minutes, depending on the approval route.
The board should also consider whether the appointment creates any conflicts of interest, changes the company’s authority arrangements or affects an existing shareholders’ agreement. A new director should receive the articles, recent board papers, financial information, key contracts and details of their statutory duties. These duties include acting within the company’s powers, promoting the company’s success, exercising independent judgement, using reasonable care and skill, and declaring relevant interests in proposed or existing transactions.
The company must notify Companies House of the appointment within 14 days. The usual filing is form AP01 for an individual director. The filing includes the director’s personal information and service address, while the residential address is provided separately and is not normally shown on the public register. The company should check the current Companies House filing requirements, including any identity verification requirements that apply at the time.
The company should update its register of directors and register of directors’ residential addresses, where applicable. It should also update internal banking mandates, insurance records, payroll or employment records, website information and any regulatory registrations affected by the change. The appointment is complete from the date approved under the company’s constitutional documents, but the statutory filing remains a separate obligation.