Who Can Be a Director?
- At least 16 years old
- A natural person (not a corporate body, unless alongside human directors)
- Not disqualified from acting as a director under UK law
- Of sound mind and legal standing
There’s no UK residency requirement. Many international clients serve as directors of UK companies from abroad.
Appointing a New Director
Step 1: Check the Company’s Articles of Association
Before appointing a director, review the Articles of Association and any shareholder agreements. These documents may outline:
- Who has authority to appoint
- Any restrictions or voting thresholds
- Rights of existing directors or shareholders
We help clients review these documents before proceeding.
Step 2: Obtain Necessary Approval
- For most private companies, the board of directors can approve the appointment by majority resolution.
- In some cases, shareholder approval may also be required.
Dragonfly Associates prepares board minutes and resolutions as part of our company secretarial services, where applicable.
Step 3: Notify Companies House
You must notify Companies House within 14 days by filing form AP01 (for an individual) or AP02 (for a corporate director).
Details required include:
- Full name
- Date of birth
- Nationality
- Occupation
- Service address (can be a professional service address)
We handle the AP01/AP02 filing on behalf of clients using our director support packages.
Removing a Director
A director can leave the board voluntarily—or be removed by shareholders or fellow directors in accordance with the law and company rules.
Step 1: Review the Articles and Agreements
Check if:
- The director has a fixed term
- Special procedures apply for removal
- There are rights to notice, compensation, or appeal
We help assess legal risks before action is taken.
Step 2: Resignation or Shareholder Resolution
A director can resign by submitting a signed letter. The board should record this via a board resolution and file the change at Companies House.
If shareholders seek to remove a director (without resignation), they must:
- Give special notice
- Hold a general meeting
- Pass an ordinary resolution with majority support
This process must be documented carefully. We can support drafting and guidance where agreed.
Step 3: File Form TM01
Form TM01 must be submitted to Companies House within 14 days of the director ceasing their role. We take care of this form and register update where included in your compliance plan.
What Happens After a Change?
- Update the statutory register of directors
- Notify relevant stakeholders, banks, and accountants
- Ensure any director service address is updated or removed
- Adjust internal access rights and contracts
We help maintain the company register and handle post-removal updates for clients under our secretarial services.
Frequently Asked Questions
Can I be the only director of my company?
Yes, a private limited company can operate with one director who is also the sole shareholder.
Do I need to notify Companies House?
Yes. Appointments and terminations must be reported within 14 days using the correct forms (AP01, TM01).
Can a director be removed without their consent?
Yes, under the Companies Act 2006, shareholders may remove a director by ordinary resolution—provided proper procedure is followed.
Make Director Changes with Clarity
Appointing or removing a director is a normal part of business—but it must be handled correctly to avoid legal or operational complications.
Dragonfly Associates provides full support for director appointments, resignations, and removals, including legal review, resolution drafting, and Companies House filings—delivered under agreed service plans.
To manage your board effectively and stay compliant, contact us today.
