Key Takeaways
Every UK company must have at least one director who is a natural person, and all appointments must follow the Companies Act 2006, the company's articles of association, and Companies House filing rules.
Appointing a director normally requires a board meeting or general meeting, a formal board resolution or shareholder resolution, written consent to act, and filing form ap01 at Companies House within 14 days.
From 18 November 2025, mandatory identity verification applies to all new company directors before they can be registered at Companies House under the Economic Crime and Corporate Transparency Act 2023.
Accurate records must be kept internally (statutory registers, director's service agreement) and externally (Companies House filings) to keep the company compliant.
Using a professional director appointment or company secretarial service can reduce errors and ensure deadlines are met, especially in complex or disputed situations.
Introduction: What Is a Director Appointment and Why It Matters
A director appointment is the formal process of adding a person to the board of a UK company so they can legally act on its behalf. Directors are not the same as shareholders (who own the company) or employees (who work under a contract of employment). Directors are the individuals responsible for running the company, making strategic decisions, and ensuring compliance with the law.
Every private limited company must have at least one company director. That person takes on statutory duties under the Companies Act 2006, including the obligation to act in accordance with the company's constitution, promote the success of the company for the benefit of its members, and exercise reasonable care, skill, and diligence in their role.
The process for appointing a director in a UK company involves multiple steps. Here are the main stages at a glance:
Check the candidate meets all eligibility criteria
Review the company's articles of association to confirm who has power to appoint
Pass the required resolution (board or shareholder)
Obtain written consent from the incoming director
Notify companies house by filing Form AP01 within 14 days
Update internal registers and put the director's service agreement in place
Legal Eligibility and Restrictions for Company Directors
Sections 154 to 159 of the Companies Act 2006 set out the baseline legal requirements for who can serve as a company director. A company must have at least one director registered, and at least one director must be a natural person rather than a corporate body. Directors must be at least 16 years old, with only very limited exceptions.
Several categories of person are disqualified from acting as directors. An undischarged bankrupt cannot act as a director unless the court grants permission. Anyone subject to a disqualification order under the Company Directors Disqualification Act 1986 is barred. The Economic Crime and Corporate Transparency Act 2023 has expanded these grounds significantly. Under that act, a person can now be disqualified for persistent breaches of companies legislation, meaning three or more defaults in five years, such as repeatedly failing to file accounts or failing to complete identity verification. Persons designated under UK sanctions legislation may also be disqualified. Acting while disqualified is a criminal offence.
Directors do not need to be UK residents. There is no nationality requirement either. However, the company itself must maintain a UK registered office address.
Looking ahead to April 2026 and beyond, reforms are tightening rules on corporate directors. The direction of travel is towards boards made up only of natural persons, with very limited exceptions for corporate directors. Check the latest Companies House guidance as these changes approach.
Quick summary of eligibility criteria:
Minimum age of 16
At least one natural person on the board
Not disqualified under the CDDA 1986, sanctions legislation, or ECCTA 2023
Must complete identity verification before appointment can be registered
No nationality or residency restrictions
Directors failing to verify identity cannot act as directors
Articles of Association and Who Can Appoint Directors
The company's articles of association are the primary rulebook for how to appoint directors. These articles form part of the company's constitution and dictate who has the authority to make appointments, what approvals are needed, and any limits on the number of directors.
Most companies adopt model articles when they incorporate. Others have bespoke articles tailored to their specific governance needs. Where bespoke articles exist, they override the defaults and must be checked carefully before any appointment.
Typical powers to appoint a director include the board of directors appointing additional directors by board resolution, and shareholders appointing directors by ordinary resolution at a general meeting or by written resolution.
Here is a practical example. A small private company using model articles can usually have the board appoint a new director without calling a general meeting of shareholders, though those shareholders may later ratify the appointment. In contrast, a company with bespoke articles might require prior shareholder approval for every new director, or even a special resolution if the articles have been drafted that way.
Applying the articles in practice:
Confirm whether the company uses model articles or bespoke articles
Identify any cap on how many directors the company may have
Check if shareholder approval or a nomination committee process is required
Review any shareholders' agreement that may grant veto or nomination rights to particular members
Appointments made in breach of the articles may be invalid or expose the company and current directors to legal challenge
Step‑by‑Step Process to Appoint a New Director
Here is a clear, chronological process for making a valid director appointment.
Step 1 – Define the role and requirements. The board should agree on the responsibilities, required skills, and whether the person will serve as an executive or non-executive director. This is also the time to consider board composition and any gaps in expertise.
Step 2 – Check eligibility and conflicts. Verify the candidate's age, confirm they are not disqualified, and assess potential conflicts of interest. Directors must declare any interest in proposed transactions with the company. Consider what other directorships the person already holds.
Step 3 – Review articles of association and shareholders' agreements. Confirm what level of approval is needed. Is a board meeting sufficient, or must shareholders pass an ordinary resolution? Does the company need a general meeting or can a written resolution be used?
Step 4 – Approve the appointment. Hold a board meeting and pass a board resolution, or where required, obtain shareholder approval by ordinary resolution. Record the resolution in minutes and note the date of appointment.
Step 5 – Obtain written consent and documentation. Get written consent from the incoming director confirming they agree to act. Prepare or update any director's service agreement or appointment letter. Collect personal data needed for Companies House, including service address, home address, date of birth, and nationality.
Step 6 – Complete identity verification and file Form AP01. Under ECCTA 2023, new directors must verify their identity before appointment can be registered. Verification must be completed before filing Form AP01. File AP01 with Companies House within 14 days of the appointment date, either online or by paper form sent by post.
Step 7 – Update internal registers. Update the statutory register of directors and the register of directors' residential addresses immediately after the appointment is completed.
Information Required for Form AP01 and Companies House
Companies House requires specific company information on Form AP01 under section 167 of the Companies Act. The standard information includes: full name and any former names; date of birth (month and year shown on the public register); nationality and country of residence; service address (public) and usual residential address (protected); occupation (where applicable); date of appointment; and details of other current directorships in UK companies and LLPs.
The distinction between a director's service address and their home address matters. The service address appears on the public register and is visible to anyone who searches Companies House. The usual residential address is kept on a secure register and only disclosed to specified authorities such as a security service, law enforcement, or in limited legal circumstances. This exists to protect directors' privacy.
Form AP01 must be filed with companies house within 14 days of the appointment. Late filing is technically a default but does not invalidate the appointment itself. However, persistent late filings can count towards disqualification under ECCTA 2023.
Double-check nationality spellings, address formats, and date of birth against the candidate's identity documents before filing. Rejected forms cause unnecessary delays.
Identity Verification and the Economic Crime and Corporate Transparency Act 2023
The Economic Crime and Corporate Transparency Act 2023 introduced a mandatory identity verification regime that is now reshaping how directors are appointed. Identity verification is required under the Economic Crime Act 2023 for all directors, and new directors must verify their identity before appointment can proceed. This requirement has been live since 18 November 2025.
Directors can verify their identity either directly with Companies House or through an Authorised Corporate Service Provider (ACSP). The process typically involves submitting approved identity documents and completing electronic checks.
Once verified, a director receives a personal Companies House code that must be supplied when filing AP01 or other forms. This code is reusable across multiple company roles, which is particularly useful for individuals who serve as directors of several companies.
Key points on identity verification:
All new directors must have their identity verified before their appointment can be registered
Existing directors must verify identity by their first confirmation statement after November 2025
Verification can be done directly with Companies House or via an ACSP
Failing to complete verification means the person cannot legally act as a director
The company and its existing officers may commit an offence if they allow an unverified person to act
Identity verification is required for new directors since 2023
Board Meetings, General Meetings and Resolutions
Whether a board meeting alone is enough to appoint a director, or whether shareholder approval is needed, depends entirely on the articles of association.
Under most model articles, the board can appoint additional directors by passing a board resolution without needing to call a general meeting. However, if the articles or a shareholders' agreement reserve this power to the members, then a shareholder resolution is required.
To call and hold a board meeting to appoint a director, you should circulate a written agenda in advance, record a formal board resolution in the minutes, and note the director's consent to act and any conflicts of interest.
Shareholders can request a general meeting under sections 303 to 304 of the Companies Act 2006 if the board refuses or is deadlocked. Members holding at least 5% of paid-up voting shares may requisition a meeting. The board must then call the meeting within 21 days, to be held within 28 days of the notice. Appointment of directors can resolve board deadlocks in this way.
An ordinary resolution requires a simple majority of votes passed. This is the standard resolution type used to appoint a director. A special resolution, requiring 75% of votes, is used for more significant changes such as amending the articles of association.
Director’s Service Agreement and Onboarding the New Director
A director's service agreement sets out the commercial relationship between the director and the company. It covers role and duties, remuneration, notice periods, restrictive covenants, confidentiality, and expenses. It differs from a standard employment contract in scope and in reflecting the director's fiduciary obligations.
If the director is also an employee, written employment particulars must be provided on or before day one. These are often incorporated into the service agreement itself.
Put the key terms in place before the appointment date, so the board can approve the service agreement alongside the appointment at the same board meeting. Directors must promote the success of the company for the benefit of its members, avoid situations where they have a personal interest that conflicts with the company's interests, and be aware that duties shift to protecting the interests of creditors in insolvency.
Onboarding checklist for new directors:
Issue board papers, prior minutes, and the business plan
Share policies on conflicts, expenses, anti-bribery, and data security
Add the director to D&O insurance cover
Provide access to company information systems and documents
Ensure the director understands their statutory duties
Company Secretary and Other Compliance Updates
A private limited company is not legally required to have a company secretary. Many companies choose to appoint one anyway, because the role streamlines Companies House filings, board minutes, and maintenance of statutory registers.
Even where a company secretary manages day-to-day compliance, directors remain legally responsible. Directors are responsible for filing company records with Companies House, preparing and filing annual accounts, and keeping company records accurate and up-to-date. The company secretary acts on their behalf but does not absorb their liability.
After a director appointment, the following internal records should be updated: the Register of Directors; the Register of Directors' Residential Addresses; the people with significant control (PSC) register where relevant; and any internal organisation charts and bank mandates.
Notification of the appointment must be filed with companies house within 14 days. Changes to a director's details after appointment carry similar deadlines, using forms like CH01. A kind enquiry to Companies House can clarify specific filing questions.
Special Situations: Disputes, Sole Directors and Corporate Directors
Director appointment powers can become a tool for resolving disputes. Where a board is deadlocked, shareholders may seek to appoint an additional independent director to break the deadlock, using their rights under the articles or by requisitioning a general meeting.
When there is only one director, particular care is needed. The company must ensure at least one natural person director remains at all times. If the sole director resigns or is removed, arrange the appointment of a replacement before that person ceases to hold office, or there will be a period with no validly appointed director, risking statutory breaches.
The current position on corporate directors is that a corporate body cannot be the sole director of a company. The anticipated reforms under ECCTA 2023 are moving towards a regime where all directors must be natural persons, subject to limited exceptions. Existing corporate directors will need to comply or resign within prescribed timeframes.
Directors must ensure the organization remains financially compliant and solvent. In contentious situations, legal advice should be sought to interpret shareholders' agreements, weighted voting rights, and any bespoke provisions in the articles of association.
Checklist: Director Appointment in 6–8 Practical Steps
Confirm eligibility and identity verification status of the candidate
Review articles of association and shareholder agreements for appointment rules
Secure written consent to act as a director from the incoming director
Hold a board meeting and, where needed, a general meeting to pass the required resolutions
Complete and file Form AP01 with Companies House within 14 days
Update statutory registers and internal company records
Put in place or update the director's service agreement and D&O insurance
Communicate the appointment to relevant third parties (banks, HMRC, insurers)
What You Should Do Next
Identify any gaps in your current board, for example a lack of financial or sector expertise, and decide whether you need to appoint a new director in the next quarter
Review your articles of association and any shareholders' agreement now, so the process is clear before a candidate is identified
Prepare a standard appointment pack including draft board resolutions, a template director's service agreement, a consent to act letter, and an internal onboarding checklist
Where in doubt, speak to professional advisers such as a company secretary, solicitor, or ACSP to handle identity verification and Companies House filings accurately
File form AP01 within 14 days of appointment to avoid compliance issues
Frequently Asked Questions
Do I always need shareholder approval to appoint a new director?
Under the standard model articles for private companies, the board of directors can usually appoint new directors without a shareholder vote. Those appointments may be subject to ratification by shareholders at the next general meeting.
However, bespoke articles or shareholders' agreements may require shareholder approval before the appointment takes effect. Always check your own documents before relying on board-only powers. If the articles require an ordinary resolution and this is not obtained, the appointment may be open to challenge.
What happens if we miss the 14‑day deadline to file Form AP01?
The director's appointment is generally valid from the date of the board or shareholder resolution, even if AP01 is filed late. Late filing technically breaches Companies House filing obligations.
Companies House can pursue the company and its officers for late filing and may issue reminders. Under ECCTA 2023, persistent non-compliance could count towards disqualification. File AP01 as soon as the omission is discovered and put internal procedures in place to prevent future missed deadlines.
Can a non‑UK resident be a director of a UK company?
Yes. Directors do not need to be UK residents, and there is no nationality restriction. Non-UK residents can be appointed provided they meet the usual eligibility rules: minimum age 16, not disqualified, and identity verification completed under ECCTA 2023.
The company must still have a UK registered office address, and the director must provide a service address to Companies House, which can be a UK correspondence address. Overseas directors should consider tax and immigration implications in their own jurisdiction.
Is a director’s service agreement compulsory?
The Companies Act 2006 does not require a formal service agreement in every case. However, if the director is also an employee, written employment particulars must be given on or before day one.
A written director's service agreement is strongly recommended because it sets out expectations, pay, benefits, notice periods, and post-termination restrictions. Even non-executive directors should have a letter of appointment covering term, time commitment, fees, and independence requirements.
How do we change or update an existing director’s details at Companies House?
Changes to a director's name, service address, or other personal details must be reported to Companies House using the relevant form, typically Form CH01. The company must notify Companies House within 14 days of the change and also update its internal statutory registers. Use online filing via the Companies House service where possible, as it is usually faster and provides immediate confirmation of receipt. Directors' names and personal information held on the public record are visible to anyone searching the register.
