appointing a director

Appointing a director – The Directors’ Directory Part 2

Appointing a director is a fairly straightforward process.
My last post concerned directors’ responsibilities. I will now focus on the appointment process.

Appointing a director happens at any time after incorporation.

Likewise, a director can resign or be removed by the shareholders at any time, providing such actions do not contravene any provisions in the Companies Act 2006, the articles of association or a director’s service contract.

A company must always have a minimum of one natural (human) director. Therefore, if a sole director resigns or is removed from a company, a new director should be appointed immediately.

Appointing a director after incorporation

Appointing a  director is very simple and can be carried out online or by post during or after incorporation. Company members will decide who to appoint and the powers they will be granted. To do so, the following details must be submitted to Companies House on the company formation application or form AP01:

•               Company name.

•               Company registration number (CRN).

•               Date of appointment.

•               Title, full forename(s) and surname, including any former name(s).

•               Date of birth.

•               Residential address.

•               Service address.

•               Occupation.

•               Nationality.

If you wish to appoint a corporate director, the company must have at least one other director who is natural person. The following details must be submitted on form AP02:

•               Company name.

•               Company registration number.

•               Date of appointment

•               Registered name and number of corporate director.

•               Registered office or principal address of corporate director.

•               Registration place of corporate director

The quickest and easiest way to file this information is online via Companies House WebFiling or 1st Formations free Online Company Manager. Information is sent electronically to Companies House, and the public register will be updated to reflect the new appointment within 24 hours.

The statutory register of directors should also be updated as soon as possible – this record is kept at the registered office or SAIL address and must be made available for public inspection.

What does Companies House mean by director’s ‘occupation’?

Appointing a director during of after incorporation involves providing his or her ’occupation’. Directors do not require any formal qualifications. The role is predominately managerial and administrative, but many individuals also have specific professions or business occupations in addition to their role as a director.

Often, their occupation will form a large part of their role as a director. They may be, for example, a qualified accountant or lawyer, a sales or marketing executive, an IT specialist or an HR manager. You can therefore list a director’s occupation as a specific profession, if applicable, or you can simply leave that section of the appointment form blank.

Are directors’ details made available to the public?

Yes. All directors’ details submitted to Companies House at the time of their appointment will be displayed on the public record. Theire home addresses are exempt. However, if a director chooses to provide a residential address as his or her service address, these details will be placed on public record.

Can I be an anonymous company director?

Yes. It is possible to appoint a nominee director whose details will be placed on public record on behalf of the true director.

A nominee is appointed in name only, in a non-executive capacity; therefore, all statutory rights and responsibilities remain in the hands of the true director.

In my next post I will discuss how to remove company directors.

Meantime, if you need any commercial legal advice, feel free to give me a call or drop me a line – 01224 900025

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