Who can you appoint as a director?

There are various restrictions that apply to who can hold a directorship, but the general rule is that the must be capable and competent to carry out the duties and responsibilities of the director role.

You can appoint individuals or other companies to be directors of your company, however you must have at least one person as a director alongside any corporate directors.

Restrictions and rules, for who can be a director

The articles of association of your company may have specific rules and restrictions around who may act as a director for your company so make sure to consult these as well, e.g. a maximum number of directors, or minimum professional qualifications the director must hold.

The general rules are that the director:

• must be over the age of 16
• must not have been disqualified from acting as a company director
• cannot be bankrupt, unless a court has granted a specific exemption
• cannot be the company’s auditor
• does not have to live in the UK but must provide a correspondence address

Duties and responsibilities of directors

Directors are legally responsible for running the company and submitting accounts. Failure to fulfil these requirements can result in penalties such as fines and prison sentences, so it is crucial to understand the duties of your directorship.

How to appoint a director

At the creation of the company, you will appoint directors as part of the same submission of form IN01, so for these appointments there is nothing further to do.

You must report any new director appointments to Companies House within 14 days of the appointment. New director appointments are made using forms AP01 or AP02, depending on whether the director is an individual or a company.

These forms can be submitted via post or electronically and your accountant can handle this for you. They will normally submit electronically, as this route is both quicker and more reliable.

What information will I need to submit?

Companies House requires various identifying information for any individuals appointed to a directorship role. The information you will need to submit includes:

• Name
• Nationality
• Date of birth
• Residential address – this is required but will not show publicly on the Companies House
• Service address (or ‘correspondence’ address) – this is required and will show publicly on Companies House
• Occupation – most will select “Director” for this field

Additionally, if you are handling this appointment via a third-party such as an accountant or corporate lawyer, they will ask to see a copy of ID and proof of address to perform an anti-money laundering check on the individual.

Summary of actions for to take to appoint a director

The process is split into two stages, seeking approval for the appointment or removal of the director, and then company secretarial tasks to correctly document the changes and notify Companies House.

Gain legal approval to appoint a director

First you need to legally approve the appointment of your director. To do so, the appointment must be agreed in accordance with the rules prescribed in your company’s articles of association. This normally means getting agreement to the appointment from a majority of shareholders or the existing directors.

If your company has adopted model articles of association, then the requirements for appointing or removing a director will be that a simple majority of shareholders agree to the change or that the directors agree.

At Ecommerce Accountants, we will provide you with draft board minutes or written resolutions to help you correctly document the approval.

Notify Companies House and update your statutory registers

Once the appointment has been approved, the steps to legally appoint a director are:

• Notify Companies House
• Update the company’s statutory registers

Both of these are tasks your accountant will normally handle for you. Both of these actions must be taken within 14 days of the new director's appointment.

Getting help appointing a director

If you are running an ecommerce business and want save time handling your company secretarial tasks or make sure to get them done correctly each time, then get in touch with us. We would be delighted to help you make your business run more efficiently.