Appointing and Removing a Company Director for a UK Limited Company

Icon Offices can appoint and remove Directors to / from your Ltd UK Company for a one off fee of only £20 inc VAT! 

Directors are legally responsible for running a company. They are responsible for ensuring that company accounts and reports are properly prepared and for overall compliance for a company. A company is legally required to have at least one Director. 

Directors can be appointed during company formation. However, you can also appoint or terminate Directors at later date after a company has been incorporated. Below is small guide that explains how to appoint or remove Directors of a UK Ltd Company

Who can be a Director?

A Director must be 16 years old or over and not have been disqualified as a Director in any previous positions held. A Director can be a UK or Non-UK resident and does not need to live in the UK. Overseas residents are permitted to be Directors of UK based companies. 

What details do Companies House need for Directors?

The information that is required for a Director includes:

• title, full forename(s), and surname, and any former name(s)
• date of birth
• residential address
• service address / correspondence address
• nationality
• occupation


If you are appointing a new Director to an existing company then you will also need to provide:

• company name 
• company registration number (CRN)
• date of appointment of new company Director

Are Director details made publicly available?

Directors’ names and some personal information is publicly visible on the Companies House website. This includes the year and month of birth of the Director, their nationality and their country of residence. A Director’s correspondence address is also visible on the website. A Director’s correspondence address does not have to be a UK address and does not need to be their residential address. It just needs to be an address where someone can write to the Director if necessary. A Director’s residential address is held separately on file by Companies House and is not visible to the public on the Companies House website.

How many Directors can a UK limited company have? 

To incorporate a company in the UK a minimum of one Director is required. There is no statutory limit to the number of Directors that can be appointed to the company during or after company formation process.

How to appoint a new Director to the company?

You can appoint new Directors by informing Companies House at any time.. Directors are selected by shareholders or guarantors. Shareholders can appoint themselves as Directors as well. 

A company should notify Companies House within 14 days after a new Director is appointed. You can notify Companies House either by using Companies House webfilling service or by sending a completed form AP01 to Companies House directly by post.

You can also appoint a corporate Director. If you are appointing a corporate Director then you should use the form AP02. The company that the corporate Director is being appointed to must have at least one other Director who is a natural person.

How can a Director be removed from the company?

Directors can be removed or terminated from a company in one of the following ways:

Resignation

Directors can resign voluntarily in accordance to their contract made with the company. If the Director is being removed from a company via voluntary resignation, then the company should notify Companies House within the 14 days of resignation by using form TM01.

The form can either be submitted to Companies House online or can be sent to Companies House directly by post.

You must ensure that the company has at least one natural Director appointed at all times. This should be considered if a sole Director is being removed.

By ordinary resolution

Directors can also be removed by passing an ordinary resolution under section 168 of the Companies Act 2006. Using this procedure shareholders can pass a resolution with a majority vote (above 50%) and terminate a Director from the company.

A majority shareholder automatically carries over 50% so they alone can remove a Director without the support of other shareholders.

If the resolution has been passed with a majority vote, then Companies House should be notified using form TM01 within 14 days of the removal.

Removal under Articles of Association

A company's memorandum and articles of association can also specify the circumstances under which a Director can be removed. 

The circumstances can be as follows:

• By virtue of any provision of the Companies Acts or is prohibited from being a Director by law.
• A bankruptcy order is made against the Director

• A registered medical practitioner who is treating the person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a Director

Removal by the Court or other authority

Directors can be removed or disqualified by court or other authorities such as Companies House, HMRC, etc. To be disqualified by a Court, a Director must be shown to be incompetent, not meeting the requirements of the role given in the Companies Act 2006 and / or the articles of association.

The reasons for incompetency for removal can be as follows:

• Non-filling of confirmation statements, annual accounts, paying taxes etc.
• Is subjected to bankruptcy proceedings
• Continuing to trade when the company is insolvent
• Under the age of 16 years
• Failing to maintain accurate accounting records

How long does it take for changes to be updated on Companies House register?

If you use Companies House web filling service to notify Companies House of a Director change then the changes should reflect on the Companies House register within one working day. 

Forms sent by post take a longer time to be processed and hence it can take between 14 and 28 days for the changes to reflect on the Companies House register.

We can help you to appoint and remove Directors to / from your company. If you need any assistance in changing the Directors of your company, simply email our customer service at info@iconoffices.co.uk

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