{"id":1403,"date":"2022-01-10T00:03:30","date_gmt":"2022-01-10T00:03:30","guid":{"rendered":"https:\/\/uk.legalvision.com.au\/?p=1403"},"modified":"2025-07-02T00:42:10","modified_gmt":"2025-07-01T23:42:10","slug":"appoint-remove-director","status":"publish","type":"post","link":"https:\/\/legalvision.co.uk\/corporations\/appoint-remove-director\/","title":{"rendered":"How Do I Appoint or Remove a Company Director in the UK?"},"content":{"rendered":"

There are many reasons you would want to appoint or remove a company director. Perhaps you want to bring on another person to help administer the company. Alternatively, one of your company\u2019s directors may have misbehaved, and you want to know if you can dismiss the director. This article will explain how to appoint and remove a company director and the consequences of not following the appropriate procedures.\u00a0<\/span><\/p>\n

Appointing a Director<\/span><\/h2>\n

Natural Persons and Minimum\/Maximum Numbers<\/span><\/h3>\n

All companies must have at least one director. The director must be a natural person, rather than another company. If you want a company to have the powers of a director, a natural person of the company can hold the director’s office on behalf of the other company. However, you should ensure that this natural person fulfils their obligations as a director, particularly their duty to avoid conflicts of interest.\u00a0<\/span><\/p>\n

\n

Your company is free to appoint as many directors as it likes, subject to the company\u2019s constitution.\u00a0<\/span><\/p>\n<\/div>\n

Age<\/span><\/h3>\n

By law, directors cannot be younger than 16 years of age when they exercise their powers as directors.\u00a0\u00a0<\/span><\/p>\n

Notably, there is no maximum age limit.\u00a0<\/span><\/p>\n

Bankruptcy, Insolvency, and Crimes<\/span><\/h3>\n

In general, you cannot appoint someone with ongoing bankruptcy proceedings against them in their personal capacity.<\/span><\/p>\n

Likewise, suppose your company was wound up because of insolvency and has since begun to trade again (a \u201cphoenix company\u201d). In that case, you usually cannot appoint the company\u2019s previous directors within 12 months of the liquidation process.\u00a0<\/span><\/p>\n

Further, you may wish to appoint someone with previous convictions for serious criminal offences involving fraud or theft in a commercial context. In this case, you should seek advice from a lawyer on whether they are eligible to be a director.\u00a0<\/span><\/p>\n

Other Restrictions\u00a0<\/span><\/h3>\n

The law restricts certain professions from serving as a director, including the company\u2019s statutory auditor.\u00a0<\/span><\/p>\n

If the person you appoint is a director of another company, they have to observe their directors\u2019 duties owed to each company. In practice, if there is any conflict of interest or suspected conflict of interest, they may need to seek authorisation from the independent directors. They likewise will need to declare their interest in any transactions between the companies.\u00a0<\/span><\/p>\n

Process of Appointment\u00a0<\/span><\/h2>\n

Appointing a new director to your company is relatively straightforward. Your company’s articles may specify the procedure.\u00a0<\/span><\/p>\n

Appointment via Board of Directors<\/span><\/h3>\n

If your private company has used the model articles of association, your company\u2019s board of directors will have the power to appoint a new director. Likewise, they can also fill a vacancy through the board\u2019s usual decision-making procedures. In practice, your board can do this at a formal board meeting or the annual general meeting. However, if all the directors\u2019 unanimously agree, it is not necessary to convene a formal board meeting.\u00a0<\/span><\/p>\n

\n

If you have amended or bespoke articles of association, you will need to ensure you follow the procedure laid out in the articles.\u00a0<\/span><\/p>\n<\/div>\n

Suppose you intend to make the appointment by a decision of the board. In that case, you should ensure that each director properly exercises their powers of appointment in line with their wider directors\u2019 duties.\u00a0<\/span><\/p>\n

Appointment via Shareholders<\/span><\/h3>\n

Subject to the company\u2019s articles, the company\u2019s shareholders (also called \u201cmembers\u201d) will have the right to appoint directors by ordinary resolution. This requires a simple majority of votes.\u00a0<\/span><\/p>\n

Obtaining Consent from the Appointee\u00a0<\/span><\/h3>\n

The person you wish to appoint must consent to their appointment as a company director. They can do this by signing a consent to act. <\/span><\/p>\n\n\n Continue reading this article below the form\n <\/i>\n<\/a>\n

\n
\n Need legal advice?\n
\n \n Call 0808 196 8584<\/a> for urgent assistance.\n
\n Otherwise, complete this form, and we will contact you within one business day.\n <\/span>\n <\/div>\n\n \n\n
\n