Under the model articles a new director can be appointed either by a decision of the existing directors or by an ordinary resolution of the shareholders. The person must consent to act and must have verified their identity with Companies House, and the company must notify Companies House within 14 days under section 167G of the Companies Act 2006, normally online using AP01. Since 18 November 2025 companies no longer keep their own register of directors, so the Companies House record and the company’s minutes are the evidence of the appointment.

Who has the power to appoint a director?

The Companies Act 2006 leaves the method to the company’s articles. Most private companies use, or are based on, the model articles in Schedule 1 to the Companies (Model Articles) Regulations 2008. Article 17 says any person who is willing to act as a director, and is permitted by law to do so, may be appointed:

  • by ordinary resolution of the shareholders, which section 282 defines as a resolution passed by a simple majority; or
  • by a decision of the directors.

A board decision must be a majority decision at a meeting or a unanimous decision under article 8, which can take the form of a written resolution signed or agreed by every eligible director (article 7). The quorum for directors’ meetings is two unless fixed otherwise (article 11(2)). If the number of directors falls below the quorum, article 11(3) still allows the remaining directors to appoint further directors or call a general meeting so that shareholders can do so. A sole director of a company whose articles do not require more than one can take decisions alone (article 7(2)).

Article 17(2) covers a rare but real case: where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to die can appoint a director by written notice.

Always check the company’s actual articles and any shareholders’ agreement. Investors often reserve the right to approve, or to nominate, new directors.

What must be in place before the appointment is notified?

  1. Eligibility. The person must be at least 16 and must not be disqualified; an appointment in breach of either rule is void (sections 157 and 159A). See who can be a company director.
  2. Consent. The notice to Companies House must include a statement by the company that the person has consented to act as a director (section 167G(3)(b)). Keep the signed consent with the company’s records.
  3. Identity verification. For an individual, the notice must include a statement that their identity is verified (section 167G(3)(c)). Companies House guidance says a new director must provide their Companies House personal code in the appointment filing and cannot be appointed to an existing company without verifying. Verification through GOV.UK One Login is free. See Companies House identity verification.
  4. The required information. For an individual this is name, date of birth, nationality, relevant former names, a service address, usual residential address, and the part of the UK or the country where they usually live (section 167J). For a corporate director, section 167K requires the corporate name, principal office, service address and registration details.

How and when do you tell Companies House?

Section 167G(1) requires the company to give notice when a person becomes a director, specifying the date of appointment. Under section 167G(6) the notice must be given within the period of 14 days beginning with the day the person becomes a director. Companies House’s AP01 service is the online route for appointing an individual director; a paper form is only required in limited cases such as restoration of a company to the register. No notice is needed for directors named in the incorporation application, because they are covered by the statement of proposed officers under section 12 (section 167G(5)).

Two sanctions apply if the filing is late:

  • Under section 167L, failing to comply without reasonable excuse is an offence by the company and every officer in default.
  • Under section 167N, a person whose appointment is not notified within the 14 days may not act as a director until the notice is given. It is a defence to prove a reasonable belief that notice had been given, and the director’s acts remain valid.

Later changes to the director’s details, such as a new service address, must be notified within 14 days under section 167H.

Which company records need updating?

Sections 162 to 167F of the Companies Act 2006, which required companies to keep a register of directors and a register of directors’ residential addresses, were omitted with effect from 18 November 2025 by the Economic Crime and Corporate Transparency Act 2023. The company therefore no longer writes the appointment into a local register. What it must still do:

  • Minutes. Section 248 requires minutes of all directors’ meetings, kept for at least ten years. Under section 355, copies of shareholder written resolutions and minutes of general meetings must also be kept for at least ten years.
  • Service contract. If the new director has a service contract, a copy (or a written memorandum of its terms) must be kept available for inspection under section 228. A guaranteed term of more than two years needs prior shareholder approval under section 188. See directors’ service contracts.
  • Register of members. If the appointment comes with shares, the register of members still has to be updated. See statutory registers.

Are the rules different for a public company?

A public company must have at least two directors (section 154). At a general meeting of a public company, two or more directors cannot be appointed by a single resolution unless the meeting first agrees to that without any vote against; a resolution moved in breach is void (section 160). Under article 21 of the model articles for public companies, all directors retire at the first annual general meeting, and at later ones 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.

What does a typical appointment look like?

Illustration only. A private company with model articles has two directors. On 1 December 2026 they hold a board meeting and resolve to appoint Ana as a third director with immediate effect. Ana has already verified her identity and given the company her personal code and a signed consent.

Step Date
Board decision, minuted under section 248 1 December 2026
Last day to file AP01 (14 days beginning with 1 December) 14 December 2026
If filed on 20 December instead, Ana must not act as a director 15 to 20 December 2026

What are the common mistakes?

  • Letting someone act before they are verified. Under section 167M the individual and the company commit offences if an unverified individual acts as a director.
  • Relying on an informal understanding. Someone who runs the business without being appointed can still be treated as a director; see shadow and de facto directors.
  • Forgetting the articles. A board decision is not valid if the articles or a shareholders’ agreement reserve appointments to the shareholders or need an investor’s consent.
  • Treating the filing as optional because the board minute exists. The 14 day notice is a separate legal duty and, since November 2025, Companies House holds the only register of directors.

A new director also takes on personal tax and filing responsibilities; see directors’ tax responsibilities.

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Sources

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.