FID Trust International

Every company must have formally appointed company officers at all times.

A private company must have at least one director.

However, the company’s articles of association may require more than one.

A private company does not have to have a company secretary unless the company’s articles of association expressly require the company to have one.

If a limited company has only one director, that director must be an actual person – as opposed to another company.

A public limited company (or plc) must have at least two directors.

General terms:

  1. ANYONE / ANY CORPORATE BODY CAN BE A COMPANY DIRECTOR (Companies Act 1989, Chapter 2, 1).
  2. NO RESTRICTIONS FOR NATIONALITY.
  3. NO RESTRICTIONS FOR COUNTRY OF RESIDENCE.
  4. NO POLICE RECORD CHECK.
  5. NO CHARACTER REQUIREMENTS.

Generally it is up to the Members (Shareholders) to appoint the people they believe will run the company well on their behalf. The only restrictions that prevent anyone becoming a director are:

  1. The person must not have been disqualified by a court from acting as a company director (unless he or she has been given leave (permission) to act by a court for a particular company).
  2. The person must not be an undischarged bankrupt (except with leave of the court).
  3. There is no minimum age limit in the Companies Act for a director to be appointed in England and Wales. However, he or she must be able to consent to their own appointment (e.g. to open a corporate bank account).

You should seek legal advice if you intend to have a very young person as a director of your company.

For a PLC or their subsidiaries, anybody over the age of 70 unless specifically approved by a general meeting of the company.

In Scotland the Registrar will not register for any company the appointment of a director under the age of 16 years old. A child below that age does not have the legal capacity to accept a directorship – Age of Legal Capacity (Scotland) Act 1991.

If you need more information, contact the Companies House, Edinburgh.

Some people who are not of British nationality but reside in Britain may be restricted to work (eg. asylum seekers, refugees, illegal immigrants). If you need more information about whether such a person can become a director of a UK-registered company, contact:

Home Office Immigration and Nationality Department,

Lunar House,

Wellesley Road,

Croydon CR9 2BY,

Tel: 0870 606 7766.

Note 1: From 1st October 2008, the Companies Act 2006 will introduce a minimum age of 16 years old for directors of companies. Any director appointed before 1st October 2008 who has not reached the age of 16 years old before that date will automatically cease to be a director on 1st October 2008.

Note 2: There are several organisations that can provide detailed information about director disqualification orders and undertakings:

The Insolvency Service is an executive agency of the Department for Business, Innovation and Skills. Its purpose is to implement the provisions of the Insolvency Acts 1986 and 2000, the Company Directors Disqualifications Act 1986 and the Employment Rights Act 1996. The Insolvency Service has a network of official receiver offices in England and Wales, and investigation teams based in London, Birmingham, Manchester and Edinburgh.

Company Investigations – Company Investigations is a department within The Insolvency Service, which investigates active as well as insolvent companies where there is evidence of criminal or unfit conduct.

The appointment of directors must also comply with the company’s Articles of Association. These set out rules for how the company is to be run. They may include:

  1. how many directors there should be;
  2. how long they can serve;
  3. what happens at the end of their term.

They can offer themselves for re-election at the shareholders’ annual general meeting.

A director may be involved in day-to-day management, but doesn’t have to be. These non-executive directors still have the same legal responsibilities as other directors.

You must tell Companies House within 14 days when:

  1. you appoint a new director – using either form AP01 or AP02;
  2. someone stops being a director – using form TM01;
  3. there’s a change in a director’s details – name or address, for instance – using form CH01 or CH02.