The procedure of appointing a director and his or her role and duties will be governed largely by the Companies Act 2006 and the company’s articles of association and, if the director has a service contract, by what he or she has contracted with the company.

We offer a service which handles the entire process, including the filing of the Companies House forms.

What is included:

• Submission to Companies House.
• Appointment or resignation letter.
• Board resolution.

The Procedure for Appointing Directors

The appointment of directors will usually be determined by the company’s articles of association, which should always be consulted before any appointment. There are, however, two principal ways to appoint a director of a company:

• Appointment by a resolution of the board of directors. Approval can be sought either at a routine board meeting or else by a written resolution sent to and signed by each of the existing directors; or
• Appointment by an ordinary resolution of the shareholders, either in a general meeting or by written resolution.

If the company's articles of association allow then a director may be appointed by a resolution of the board. Most articles, including private company model articles, allow this. Alternatively, the director may be appointed by passing an ordinary resolution of the company's shareholders.

A director must be registered as such with Companies House within 14 days of being appointed.

There are several restrictions on who may be appointed as a director. These include:

• The appointee must be 16 years old or more.
• The appointee must not have been disqualified from acting as a company director either through the decision of a court or through the acceptance of a voluntary disqualification undertaking.
• The proposed director may not be in bankruptcy at the time of appointment unless a court has given the appointee permission to act for the company.
• Auditors may not be appointed as directors of companies for which they act.

Director removal / resignation

A director may resign voluntarily (i.e. within the terms of his or her contract) and can be removed by shareholders. A company’s shareholders can always remove a director by passing a resolution agreeing to the removal of the director.

The company must also notify Companies House within 14 days of a person ceasing to be a director or the occurrence of any change in the particulars contained in the register of directors, e.g. a directors’ change of residential address.

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