Director appointments and director resignations

For larger companies, the decision is usually made at an Annual General Meeting or Extraordinary General Meeting, where a majority board vote carries the motion. For smaller companies, the process is more informal and is typically governed by the Articles of Association, with the decision arising from discussions between shareholders and directors. Once agreed, the new director can begin their duties immediately, but you must notify Companies House within 14 days.

Under the Companies Act 2006, failing to notify Companies House on time is a criminal offence. Companies House can issue a financial penalty, and persistent non-compliance can lead to further legal consequences for the directors responsible.

To appoint a new director, you must complete and file Form AP01 with Companies House. This form requires the director's full name (including any middle names and previous names used in the last 20 years), nationality, date of birth, and occupation. You must also provide both a service address, which becomes publicly accessible, and their usual residential address, which remains private. The final piece of information needed is the exact date of their appointment.

AP01 is the official Companies House form used to register the appointment of a new director for a private limited company. Your Company Formations handles the completion and submission of AP01 on your behalf as part of their director appointment service, priced at £19.99 plus VAT.

Under the Companies Act 2006, a person must consent to act as director before being appointed. Form AP01 includes a consent section that must be completed. A person cannot be appointed as a director without their knowledge or agreement.

A resigning director submits a resignation letter to the company. The board formally accepts the resignation at a board meeting, which is recorded in board minutes. A resignation resolution is then passed. YCF's service handles the resignation letter, board minutes, and the resolution as part of their package.

TM01 is the Companies House form used to notify the removal or termination of a director. YCF completes and submits TM01 to Companies House as part of their director resignation service.

If your company only has one director, you cannot remove them without first appointing a replacement. Once a second director is registered, you may then remove the original one. Removal of a director against their will requires a shareholder resolution under Section 168 of the Companies Act 2006, with special notice given to the director.

Under Section 168 of the Companies Act 2006, a director being removed has the right to receive special notice of the resolution, to make written representations to shareholders, and to speak at the meeting where the resolution is voted on. Any contractual rights, such as those in a service agreement or employment contract, remain enforceable separately.

A director's resignation removes their ongoing duties going forward, but it does not erase liability for actions taken while they were in office. They can still be held personally liable for decisions made during their directorship, including wrongful trading, breach of duty, or unpaid tax liabilities that arose under their tenure.

Your Company Formations charges £19.99 plus VAT for their director appointments and resignations service. There is no separate Companies House fee for filing AP01 or TM01 when submitted online.