How many directors does a company need

Q: What extra rules apply to public companies?

Two directors minimum under section 154(2), at least one a natural person. Individual votes. Section 160 says a motion to appoint two or more directors by a single resolution must not be made at a general meeting unless the meeting first agrees, without any vote against, that it may be made. A resolution moved in breach is void. Retirement by rotation. Under article 21 of the model articles for public companies, all directors retire at the first annual general meeting, and at each later one any director appointed by the board since the last AGM, or not appointed or reappointed at one of the two preceding AGMs, must retire and may offer themselves for reappointment. Quorum below strength. Article 11 of the public company model articles lets a sole remaining director appoint enough directors to make up a quorum or call a general meeting.

Q: How might this work in practice?

Illustration only. Two friends formed a private company in 2004 with Table A articles and both became directors. One resigns in 2026 and the other carries on alone. The remaining director checks the filed articles and finds regulation 64 still applies, so the company needs at least two directors, and regulation 89 makes the quorum two. Under regulation 90 she can only act to fill the vacancy or call a general meeting. She has two options: appoint a second director and notify Companies House within 14 days, or have the shareholders pass an ordinary resolution under regulation 64 reducing the minimum to one and adopt articles that allow a sole director to decide alone. Until she does one of these, decisions such as approving the accounts or declaring a dividend are open to challenge.

Q: What mistakes do companies make?

Assuming the Act is the only rule. The articles can require more directors than the statutory minimum, and Table A companies commonly require two. Counting a corporate director towards the natural person rule. Section 155 needs at least one individual whatever the total. Forgetting the quorum. A board below quorum is limited to appointing directors or calling a general meeting. Late filings. Changes to the board must reach Companies House within 14 days. Company directors can protect the business against the cost of an HMRC check with tax investigation insurance, which pays up to £100,000 of accountant's fees with Solar Protect. Read how our cover works or get a quote.

The Companies Act 2006 requires a private company to have at least one director and a public company at least two, and every company must have at least one director who is a natural person. There is no statutory maximum. The company’s own articles can set a higher minimum or a maximum, and older companies still using the 1985 Table A have a minimum of two unless the members have resolved otherwise.

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What is the legal minimum?

Section 154 of the Companies Act 2006 is short: a private company must have at least one director, and a public company must have at least two. Section 155 adds that a company must have at least one director who is a natural person, meaning an individual. That requirement is also met if the office of director is held by a natural person as a corporation sole or by virtue of another office.

So a private company can have a single individual as its only director, and a public company can have two directors provided at least one is an individual. Who is eligible to be appointed, including the minimum age of 16 under section 157 and the rules on disqualification, is covered in our page on who can be a company director. Whether a company can be a director at all is explained in can a company be a director of another company.

Is there a maximum number of directors?

Not in the Act. Any maximum comes from the company’s articles. The current model articles for private companies limited by shares do not set a maximum or a minimum number; they allow appointment of any person who is willing to act and permitted by law, by ordinary resolution or by a decision of the directors (article 17).

Companies formed under the Companies Act 1985 that adopted Table A are different. Regulation 64 of the 1985 Table A says that, unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) is not subject to any maximum but must be not less than two. Companies House guidance confirms that the version of Table A in force when a company was incorporated continues to govern it, and later versions do not affect it. Many owner managed companies formed before October 2009 have only one director while their articles still require two, which can cast doubt on decisions taken by the board.

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Which articles apply to my company?

Section 20 of the Companies Act 2006 says that if a limited company does not register articles, or its registered articles do not exclude or modify the relevant model articles, the model articles in force on the date it was registered form part of its articles. Companies House explains that the latest model articles apply by default to companies incorporated on or after 28 April 2013, and the older version to companies incorporated between 1 October 2009 and 27 April 2013. Earlier companies are governed by the Table A in force when they were formed, as amended by any special resolutions since. Check the articles filed at Companies House before relying on a default number. See our page on articles of association.

Can a sole director make decisions alone?

Under the model articles for private companies, article 7 says the general rule is that directors decide by majority at a meeting or unanimously under article 8. But article 7(2) disapplies that rule where the company has only one director and no provision of the articles requires it to have more than one: the sole director may then take decisions without regard to the provisions on directors’ decision making.

Article 11 sets the quorum for directors’ meetings at two unless fixed otherwise, and never less than two. Article 11(3) says that if the total number of directors is less than the quorum, the directors may only appoint further directors or call a general meeting so the shareholders can appoint more. The combination means a sole director company using unamended model articles works, but a company that has two directors and loses one should check whether it can still take ordinary decisions.

Table A works similarly but less helpfully for a sole director. Regulation 89 fixes the quorum at two unless the directors fix another number, and regulation 90 says continuing directors may act despite vacancies, but if their number is below the quorum they may act only to fill vacancies or call a general meeting. Our page on sole director decisions explains how to record them.

What happens if a company falls below the minimum?

If it appears to the Secretary of State that a company is in breach of section 154 or 155, section 156 allows a direction requiring it to make the necessary appointment. The direction must give a period of not less than one month and not more than three months to comply. The company complies by making the appointment and notifying Companies House under section 167G. Failure to comply is an offence by the company and every officer in default, including a shadow director, punishable by a fine not exceeding level 5 on the standard scale and a daily default fine for continued contravention.

Separately, section 167G(6) requires every appointment and resignation to be notified to Companies House within 14 days. If the only director dies or resigns, the shareholders need to appoint a replacement. Under article 17(2) of the private company model articles, where death leaves a company with no shareholders and no directors, the personal representatives of the last shareholder to die can appoint a director by written notice. See what happens when the last director resigns and when a sole director dies.

Are decisions invalid if the numbers were wrong?

Section 161 gives some protection. The acts of a person acting as a director are valid even if it is later discovered that there was a defect in their appointment, that they were disqualified, that they had ceased to hold office, or that they were not entitled to vote on the matter. This protects outsiders dealing with the company, but it does not cure a breach of the company’s own articles as between the directors and shareholders, so it is better to fix the numbers than rely on it.

What extra rules apply to public companies?

Two directors minimum under section 154(2), at least one a natural person.
Individual votes. Section 160 says a motion to appoint two or more directors by a single resolution must not be made at a general meeting unless the meeting first agrees, without any vote against, that it may be made. A resolution moved in breach is void.
Retirement by rotation. Under article 21 of the model articles for public companies, all directors retire at the first annual general meeting, and at each later one any director appointed by the board since the last AGM, or not appointed or reappointed at one of the two preceding AGMs, must retire and may offer themselves for reappointment.
Quorum below strength. Article 11 of the public company model articles lets a sole remaining director appoint enough directors to make up a quorum or call a general meeting.

How might this work in practice?

Illustration only. Two friends formed a private company in 2004 with Table A articles and both became directors. One resigns in 2026 and the other carries on alone. The remaining director checks the filed articles and finds regulation 64 still applies, so the company needs at least two directors, and regulation 89 makes the quorum two. Under regulation 90 she can only act to fill the vacancy or call a general meeting. She has two options: appoint a second director and notify Companies House within 14 days, or have the shareholders pass an ordinary resolution under regulation 64 reducing the minimum to one and adopt articles that allow a sole director to decide alone. Until she does one of these, decisions such as approving the accounts or declaring a dividend are open to challenge.

What mistakes do companies make?

Assuming the Act is the only rule. The articles can require more directors than the statutory minimum, and Table A companies commonly require two.
Counting a corporate director towards the natural person rule. Section 155 needs at least one individual whatever the total.
Forgetting the quorum. A board below quorum is limited to appointing directors or calling a general meeting.
Late filings. Changes to the board must reach Companies House within 14 days.

Company directors can protect the business against the cost of an HMRC check with tax investigation insurance, which pays up to £100,000 of accountant’s fees with Solar Protect. Read how our cover works or get a quote.

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Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 24 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.