To set up a private limited company in the UK, you will need to appoint a minimum of one company director. There is no statutory limit to the number of directors that can be appointed at any one time or throughout the life of a company unless certain restrictions are stated in the articles of association.
Directors can be appointed during the company formation process and at any time thereafter. However, there must always be at least one appointed company director who is a natural person, as opposed to a corporate director (i.e., another company or firm).
In some cases, a company’s articles of association may stipulate that more than one director, or a specific number of directors, should be appointed. Furthermore, if you are setting up a public limited company (PLC), you will be required to appoint a minimum of two directors and a company secretary.
Who can be a company director?
Almost anyone can be a company director. The main requirements are that the individual is:
- at least 16 years old
- not an undischarged bankrupt
- not a disqualified director
Corporate entities, such as companies and LLPs, can also be appointed as directors of other companies. However, a ban on corporate directors is expected to come into force in the near future.
Is it possible for a director to also be a shareholder?
Under UK company law, the same person can be a director and shareholder of a company. This means that it is possible to set up a private limited company on your own by assuming the positions of both sole director and sole shareholder. In practice, many people set up and run companies by themselves.
It is also possible to appoint multiple directors and shareholders during and after incorporation, which makes the limited company structure an ideal choice for sole traders, small business owners, joint ventures, and large organisations with lots of investors.
Does a company need to appoint a company secretary?
The short answer is no. Prior to the Companies Act 2006, all private limited companies were required to appoint a company secretary, in addition to a company director. However, since April 2008, it is possible to set up a private limited company with a sole director and no company secretary.
How do I appoint a company director or terminate a director’s appointment?
If you would like to appoint a new company director, terminate an existing director’s appointment, or make changes to a director’s public record, you will need to:
- follow the procedures outlined in your articles of association
- complete and file the required Companies House form
- update your company’s statutory register of directors accordingly.
To appoint a new company director, you will need to pass a board resolution approving the appointment, get written ‘Consent to Act’ confirmation from the new director, complete and file Companies House form AP01, and enter the new director’s details in your statutory register of directors.
If you want to remove a director, you will need to officially terminate the appointment. To do this, you must complete and file Companies House form TM01 and update your statutory register of directors to reflect the termination of appointment.
To change an existing director’s details (name, service address, occupation, etc) on public record, you must complete and file Companies House form CH01 and update your statutory register of directors with the new details, if applicable.
These forms can be submitted online using Companies House WebFiling service. Alternatively, if you are a customer of Quality Company Formations, simply use your online customer portal to complete and file these forms free or charge.
If you need any help or advice about appointing and removing directors, updating directors’ details, or anything else related to setting up and running a UK limited company, please contact our dedicated company secretarial team today on 020 3984 5389.
