An alternate director is a person appointed by a director to take that director’s place in board decisions while they are absent. A company can only have alternates if its articles provide for them: the model articles for private companies do not, while the model articles for public companies (articles 25 to 27) and the old 1985 Table A (regulations 65 to 69) do. Where alternates are allowed, the alternate is usually deemed to be a director for all purposes and is personally liable for their own acts.

What is an alternate director?

An alternate is a stand in for one named director, known as the appointor. Article 25(1) of the model articles for public companies in the Companies (Model Articles) Regulations 2008 describes the alternate’s job as exercising the appointor’s powers and carrying out the appointor’s responsibilities in relation to the taking of decisions by the directors, in the absence of the appointor. Regulation 66 of Table A in the Companies (Tables A to F) Regulations 1985 similarly allows the alternate to attend and vote at board and committee meetings where the appointor is not personally present and generally to perform the appointor’s functions as a director in their absence.

Alternates are most useful where a director is regularly abroad, is on extended leave, or sits on the board as an investor’s representative and cannot attend every meeting. They are different from a delegation of powers by the board under article 5 of the private company model articles, which is a decision of the board as a whole to pass particular powers to a person or committee, not a personal substitute for one director.

Can any company appoint an alternate?

Only if its articles allow it. There is no general power in the Companies Act 2006, and the model articles for private companies limited by shares (Schedule 1 to the 2008 Regulations) contain no provisions about alternates at all. A private company incorporated on the default model articles therefore cannot validly appoint one.

Companies whose articles are based on the 1985 Table A, which many companies formed before October 2009 still use, do have the power, as do public companies using the 2008 public company model articles. Many private companies with bespoke articles also include an alternates clause.

A company that wants the power must amend its articles. Under section 21 that requires a special resolution, which under section 283 needs a majority of not less than 75%. The company must send the amended articles to Companies House within 15 days of the amendment taking effect under section 26, and a copy of the special resolution within 15 days of it being passed under sections 29 and 30.

How is an alternate appointed and removed?

Under article 25 of the public company model articles:

  • any director may appoint as alternate another director, or any other person approved by resolution of the directors;
  • the appointment or removal must be made by notice in writing to the company signed by the appointor, or in any other manner approved by the directors;
  • the notice must identify the proposed alternate and, for an appointment, include a statement signed by the alternate that they are willing to act.

Table A regulations 65 and 68 are very similar: an outsider needs the approval of the directors and the appointment or removal is by notice to the company signed by the appointing director. Under article 27 of the public company model articles the appointment ends when the appointor revokes it in writing, when something happens to the alternate that would end the appointor’s own directorship, on the appointor’s death, or when the appointor stops being a director (with an exception for retirement and reappointment at the same general meeting). Table A regulation 67 has the same basic rule.

What can an alternate do at board level?

Under article 26 of the public company model articles an alternate has the same rights at a directors’ meeting or on a directors’ written resolution as their appointor. An alternate who is not otherwise a director counts towards the quorum only if their appointor is not participating, and can sign a written resolution only if the appointor has not signed it. No alternate may be counted as more than one director for these purposes. Under article 15, a director who is also acting as an alternate gets an extra vote for each absent appointor who would have been entitled to vote.

Conflicts follow the appointor. Article 13(3) says that where a director has an interest in a transaction or arrangement with the company, neither that director nor their alternate may vote on it. Pay is also restricted: under article 26(4) an alternate is not entitled to remuneration from the company except such part of the appointor’s remuneration as the appointor directs in writing, and Table A regulation 66 gives no entitlement to remuneration for acting as alternate.

What liabilities does an alternate take on?

Article 26(2) of the public company model articles says that, unless the articles specify otherwise, alternate directors are deemed for all purposes to be directors, are liable for their own acts and omissions, are subject to the same restrictions as their appointors, and are not deemed to be agents of their appointors. Table A regulation 69 says the same in older language.

The practical effect is that an alternate cannot treat themselves as a messenger. Section 250 of the Companies Act 2006 defines a director as any person occupying the position of director, by whatever name called, and while acting an alternate is subject to the general duties, including the duty to exercise independent judgment under section 173 and reasonable care, skill and diligence under section 174. If the company later fails, an alternate who voted through decisions can face the same scrutiny for wrongful trading or disqualification as any other director.

The appointor does not escape either. The articles make the alternate responsible for the alternate’s own acts, not the appointor, but the appointor remains a director with continuing duties of their own, and choosing an unsuitable alternate or ignoring what is decided in their absence sits badly with the section 174 standard. See directors’ duties under the Companies Act 2006.

Does Companies House need to be told?

The Companies Act 2006 does not mention alternates specifically. Section 167G requires a company to notify the registrar within 14 days when a person becomes or ceases to be a director, and the notice must include a statement that an individual’s identity is verified. Section 167M makes it an offence for an individual to act as a director unless their identity is verified, and makes the company and its officers in default liable too.

Because the articles deem an alternate to be a director for all purposes, the cautious approach for an alternate who is not already on the board is to treat the appointment as a directorship: make sure the person has verified their identity before they act, and notify the appointment and its ending through the normal process. See appointing a director and Companies House identity verification. If the company’s own articles say something different about alternates’ status, take advice on how they interact with these sections.

How might this work in practice?

Illustration only. A private company has two directors and bespoke articles that include an alternates clause modelled on the public company articles. One director is going to work overseas for four months. She signs a written notice appointing the finance manager as her alternate, the finance manager countersigns his willingness to act, and the other director passes a board resolution approving him because he is not already a director. He verifies his identity with Companies House before attending any meeting, and the appointment is notified. During the four months he counts towards the quorum in her place and votes on a new bank facility, applying his own judgment rather than simply relaying hers. When she returns she revokes the appointment in writing and the termination is notified.

What mistakes do companies make with alternates?

  • Appointing an alternate under the private company model articles, which give no power to do so, so the appointment has no basis in the constitution and decisions that relied on the alternate for a quorum are open to challenge.
  • Treating the alternate as a proxy who votes on the appointor’s instructions, when the articles say the alternate is not the appointor’s agent and the law requires independent judgment.
  • Forgetting the approval step for an outsider, or the alternate’s signed statement of willingness to act.
  • Paying the alternate directly as if they were an extra director, rather than out of the appointor’s remuneration as the articles allow.
  • Leaving the alternate in place after the appointor resigns, when the appointment ends automatically.
  • Overlooking identity verification for someone who will act in board decisions.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.