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Director Appointment UK: Process & Rules (2026)

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Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
Bringing a new director into a limited company is one of those decisions that shapes the direction of the business for years to come. Whether you are building out a founding team, bringing in fresh expertise, or formalising someone who has been helping informally, the appointment carries real legal weight. Under UK company law, every private limited company must have at least one director, and at least one of those directors has to be a natural person rather than another company. Getting the appointment right matters because directors take on personal duties the moment they accept the role. This guide walks through how appointments happen, what paperwork sits behind the decision, and the filings Companies House will expect once the appointment is made. I'm Brad Askew, Legal Tech Founder at LegalDocuments.co.uk, and I've put this together to help you understand the moving parts before you make the appointment.

Overview

A director appointment is the formal process by which a person (or in limited circumstances, a corporate entity) takes on the legal role of running a limited company. Directors are the people the law holds responsible for making sure the company meets its obligations, from filing accounts on time to acting in the best interests of members.

Once appointed, a director takes on the statutory duties set out in the Companies Act 2006, including the duty to promote the success of the company, exercise independent judgement, and avoid conflicts of interest. The appointment itself is usually a short procedural moment, but it has wide-reaching consequences.

A newly appointed director becomes jointly responsible with existing directors for decisions made from that point onwards. Their name, date of birth, nationality, occupation and service address will appear on the public register at Companies House. The company also has an obligation to notify Companies House of the appointment within 14 days, usually by filing form AP01 for a person or AP02 for a corporate director.

Key steps

  1. Check the Articles of Association. Before anything else, look at the company's articles to confirm how directors can be appointed. Most companies using the model articles allow appointment by either the existing board or by an ordinary resolution of the shareholders, but bespoke articles may impose additional requirements such as shareholder approval thresholds or restrictions on who can serve. 2. Confirm the proposed director is eligible. The person being appointed must be at least 16 years old, must not be an undischarged bankrupt, and must not be subject to a disqualification order under the Company Directors Disqualification Act 1986. It is also worth confirming they consent to act, because a person cannot be appointed without their agreement. 3. Hold the meeting and pass the resolution. If the board is making the appointment, convene a board meeting and pass a resolution appointing the new director, then record the decision in the minutes. If shareholders are making the appointment, an ordinary resolution is needed, which requires a simple majority of votes cast. 4. Document the appointment properly. Prepare written minutes or a written resolution, a letter of appointment setting out the role and any terms, and update the company's statutory register of directors. These internal records sit alongside the Companies House filing and form part of the company's official history. 5. File with Companies House within 14 days. Submit form AP01 (for individuals) or AP02 (for corporate directors) to notify Companies House of the appointment. This can be done online through the Companies House WebFiling service or by post. Missing the deadline can lead to penalties and puts the company out of compliance.

Common questions

If you're dealing with this kind of situation, a call with an experienced legal adviser can help you work out the right next step — from £89.

Common questions

Q How many directors does a UK limited company need?
A private limited company must have at least one director, and at least one director must be a natural person (an actual human being) rather than a corporate entity. Public companies must have at least two directors. There is no upper limit, so companies can appoint as many directors as they consider necessary to run the business, subject to what the articles of association allow.
Q Can a shareholder also be a director?
Yes, it is very common, particularly in smaller owner-managed companies where the same people are both shareholders and directors. The two roles are legally distinct though: a shareholder owns part of the company, while a director runs it. Being one does not automatically make you the other, and each role carries its own rights, duties and responsibilities under company law.
Q Do I need shareholder approval to appoint a director?
It depends on the articles of association. Under the model articles used by many private companies, the existing board can appoint a new director without shareholder involvement, or the shareholders can appoint one by ordinary resolution. Bespoke articles, shareholders' agreements, or investor rights may require shareholder approval or give specific shareholders the right to appoint directors.
Q How long do I have to tell Companies House about a new director?
The company must notify Companies House of a director appointment within 14 days of the appointment taking effect. This is typically done by filing form AP01 for individual directors or AP02 for corporate directors. Late filings can lead to penalties and affect the company's compliance record, so it is worth submitting the notification promptly.
Q Can a director be appointed without their knowledge?
No. A person must consent to act as a director before being appointed, and Companies House filings require confirmation that the individual has agreed to the role. Appointing someone without their consent is not valid and could expose the company and those responsible to legal consequences. Always obtain clear written consent before completing any paperwork or filings.
Q What information about a director becomes public?
Once an appointment is filed, the director's full name, month and year of birth, nationality, occupation, country of residence and service address appear on the public register. Their full date of birth and usual residential address are kept on a private part of the register and are not publicly accessible, provided a service address is used for correspondence rather than their home.
Q Can a director resign or be removed later?
Yes. A director can resign at any time by giving written notice to the company, and Companies House must be notified using form TM01 within 14 days. Shareholders also have a statutory power to remove a director by ordinary resolution under section 168 of the Companies Act 2006, although special procedural steps and notice periods apply.
If you're dealing with this kind of situation, a call with an experienced legal adviser can help you work out the right next step — from £89.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

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Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.