The easiest way to appoint company directors and secretaries is when a company is being set up. Once the company is set up, you may also appoint and remove company directors & secretaries, but you many need to complete more steps. When you use MachFast.com to register a new company, the app will help you appoint directors at the time of the formation. You can literally do it in a few minutes.
Every UK limited company must have at least one director. When your company is formed, the first director(s) will be listed on the official public register at Companies House.
Once a company is officially formed and is trading, the process of appointing new directors is a little bit more involved. In this guide, we’ll break down the steps you need to take if you wish to add further directors to your limited company.
Appointing Directors & Secretaries
If you wish to appoint a new director or secretary for your private limited company you’ll need to do so directly with companies house. All that needs to be done is the filing of 1 of 2 appropriate forms which we will list below.
Both forms are compliant with the Companies Act 2006. If you plan on completing either form please ensure you have the information below to hand as you will be asked for it.
- Company Number
- Company Name
- Date of Appointment
- Date of Birth
- Full name of director/secretary
- Full service address
- Full residential address (if different from service address)
- The signature of the new director/secretary
For corporate appointments the following additional information is needed:
- Is the company being appointed within the EEA?
- The country of registration
- Your Registration number
- Governing law (Non EEA companies)
- Legal form (Non EEA companies)
There is no cost to appoint a new director/secretary. Just simply download and fill in the appropriate form below:
Appointment of a non-corporate Director – AP01
Appointment of a corporate Director – AP02
Appointment of a non-corporate Secretary – AP03
Appointment of a corporate Secretary – AP04
Who you can’t appoint as a director
Not everyone can be appointed as a director. You need to check the person you are considering to appoint doesn’t tick any of the points below:
- The person has previously been disqualified by a court from being a director
- The person is an undischarged bankrupt
- The person is under the age of 16.
Any appointment of a director must also comply with the company’s articles of association.
In your articles of association, you may have specific rules that shareholders agree to which can also affect the appointment of directors. For example, if the business is family run you may have set a limit on the number of family members who can become directors.
Removing Directors & Secretaries
Company directors can be removed from their position for a variety of reasons. If a resignation or termination does occur it must meet the requirements of the following:
- Companies Act 2006,
- The companies articles of association
- Shareholders’ agreement (if appropriate)
- Any service agreements between said director and company.
It’s also important to remember that limited companies need to have at least one director appointed at all times. If the sole director is leaving, you need to take this into account.
If you wish to resign as a director or secretary from your private limited company you can do this directly with Companies House. The process to resign a director or secretary is fairly straightforward.
All you need to do is complete the Companies House form TM01 (director) or TM02 (secretary).
If you plan on completing either forms you will need to provide the following information:
- Your Company Number
- Your Company Name
- Date of Resignation
- Director Date of Birth
- Full name of director/secretary
- The position from which the individual is resigning
A director can resign via postal format or using Companies House WebFiling Service. There is no cost to file either form if you wish to go down the postal route.
Once submitted remaining directors should notify Companies House within 14 days of the removal, retirement, or resignation of a director.
To resign a director use this form
To resign a secretary use this form
Involuntary removal of directors
If you wish to remove a director who is not going to resign voluntarily things become more complicated. However, it is still possible to do as you’ll see below.
Removal under the articles of association
The model articles of association layout criteria that can result in the immediate removal of directors if the following circumstances play out.
- There is a provision in the Companies Act 2006 or other UK legislation that prohibits the director from remaining in their position.
- The director has a bankruptcy order made against them
- A medical practitioner deems the director as physically incapable of remaining in office.
Removal by ordinary resolution of members
If the reason for removal is not in the articles of association shareholders can still remove a director by passing a resolution under section 168 of the Companies Act 2006. This often happens when shareholders are unhappy with the performance of a company director.
If shareholders achieve a majority vote (above 50%) and as long as the reason for removal doesn’t violate any legislation or contractual agreement a director can still be removed.
If you wish to go down this route you need to enough that a ‘‘Special Notice’ of at least 28 days is given before the vote is taken. The director in the firing line must also be told so they can attend the meeting and fight against the action being taken if they wish to.
However, if a majority vote is still achieved, Form TM01 must be filed at Companies House within 14 days of the termination.
Removal by the Court or other authority
A director can also be removed if they fail to maintain their statutory duties and responsibilities, or their conduct is deemed ‘unfit. In this case, an official complaint can be made with the Insolvency Service by members of the company or even the general public.
Company directors can also be disqualified by a number of governing bodies. This includes the Court, HMRC, Financial Conduct Authority, Companies House, and more.
A directors conduct can be deemed as ‘Unfit’ in the following situations:
- Trade continues but it’s to the detriment of creditors as the company is insolvent
- The director fails to keep proper accounting records
- The director fails to prepare and file annual accounts and/or confirmation statements
- The director fails to deliver tax returns and/or pay tax liabilities to HMRC.
- If the director fails or refuses to co-operate with insolvency practitioners or Official Receivers.
Can a sole company director resign?
If you are the sole director of a company in which you own shares you can appoint another director to run the business in your stead. You also have the option, if your business is solvent, or selling the business and its assets. Or you can dissolve the company and sell its assets separately.