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Appointing and Resigning a Director

You're probably aware that a company is run by a board of directors (or in some cases, just one). But there are times where details need to be changed, for example if they move or change their name, or you just need to appoint a new director altogether. Then there are also the times you need to terminate a director from the company.

If you're new to running a company, this can all be a bit confusing and overwhelming, but we're here to help. We take a look at the steps you need to do for these, and why you may need to do them.

Appointing a new Director

If you have someone new joining your board, you need to let Companies House know. You would have appointed one or more at the time of incorporation, but sometimes you need to add more; for example, someone new joining you a business partner.

There are two types of directors you can have - individual or corporate. A corporate director is another company and can only be appointed if you have two other individuals listed as directors.

Individual Directors

The first step is like many other processes for companies - you fill in a form. The form AP01 can be found on the Companies House website along with it's guidance notes. Of course, as with most forms, you can submit this online with Companies House, or even through your Company Wizard control panel (just login and click 'File a Change').

Corporate Directors

A corporate director is another company which is a director, in a similar way to an individual director. There is a different form to fill in for a corporate director, which is the AP02. This form can also be found on the Companies House website.

If you feel that filling out paperwork is a bit of a headache, don't panic - we can help here too. Simply log in to your account, click 'File a Change', select 'Appoint Director/Secretary'. Then, just make sure this box is ticked:

Appointing a corporate director

Don't forget: Update your company register with the new director's details. If you don't have a register, you can buy one here.

Changing Director's Details

So you have your director in place, but they've moved and their details need to be updated - what do you do? Again, there are two forms you could submit - one for individual directors, and one for corporate directors.

The individual directors should submit a CH01 form, which will allow them to update any of the following with Companies House:

  • Name, including title, forenames and/or surname
  • Residential address
  • Service address
  • Nationality
  • Business occupation

Of course, there is a similar form, the CH02, for corporate directors.

Removing a Director

In some cases you may need to remove a director. This could be because:

  • They've resigned voluntarily. If a director resigns, you should notify Companies House within 14 days. You can do this with form TM01. Remember to update your company register
  • Removal under the Articles of Association. The model articles of association contains a number of circumstances under which a director should be removed:
    • The Companies Act 2006 (or part of), or other UK legislation prohibits a director remaining in office
    • A bankruptcy order is made against the director
    • A director is deemed physically incapable of remaining in office by a doctor or other registered medical practitioner
  • Removal by ordinary resolution. This is when the shareholders can vote for a director to be removed should they believe they are no longer fit to be in office. Special notice has to be given to the shareholders at least 28 days in advance of the vote. The director must also be notified so they can be present, and arrange for representatives to be present if they wish. If the majority votes for the director to be removed, you need to fill in form TM01 within 14 days.
  • Removal by court order. If a director fails to keep up their duties, or they are deemed as unfit for any other reason, an official complaint can be made to the Insolvency Service by any member of the company or the general public. They can also be disqualified by the Court, HMRC, Companies House, Financial Conduct Authority or others. 'Unfit' can take several meanings, but it can include:
    • Failing to keep accurate accounting records
    • Failing to submit annual accounts and/or returns
    • Failing to pay tax liabilities to HMRC
    • Continuing to trade when a company is insolvent

Remember - a director can be removed under any reason specified in the Companies Act 2006, any service agreement between the company and the director, or the company's articles of association.

Looking for an easy way to resign a director? You can do so right from your Company Wizard dashboard.

Conclusion

A fair bit to take in, but it comes down to form filing with Companies House. You can always use Company Wizard to help make your life a bit easier. Of course, we're here for support too if you need any help.

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