How to Appoint and Remove a Director from a UK Limited Company (2026)

Who Is a Director?

• A director is a person (or in some cases, a corporate entity) appointed to manage a UK limited company. Directors have significant legal duties under the Companies Act 2006:
• Act within their powers (Articles of Association)
• Promote the success of the company
• Exercise independent judgment
• Avoid conflicts of interest
• Not accept benefits from third parties
• Declare interest in any transaction with the company

Breaching these duties can lead to personal liability, disqualification from acting as a director (CDDA 1986), and in severe cases, criminal prosecution.

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How to Appoint a New Director

• Step 1: Board or shareholder resolution
• The Articles of Association (usually Model Articles for most UK Ltds) allow:
• The board of directors to appoint a director at any time (subject to any restrictions in the Articles or Shareholders' Agreement), OR
• Shareholders to appoint a director by ordinary resolution (simple majority)

For a single-director company adding a second director: a written shareholder resolution signed by all shareholders is sufficient.

Step 2: Obtain the new director's consent The appointee must consent to act as director. This can be done on the AP01 form itself or in a separate written consent letter. The director must be at least 16 years old. There is no UK nationality or residency requirement.

• Step 3: File Form AP01 at Companies House
• Within 14 days of the appointment date. Go to: Companies House WebFiling → File for this company → Appoint a director → Complete Form AP01:
• Director's full legal name
• Date of birth (day and month visible publicly; year is private)
• Service address (where correspondence is sent — can differ from home address)
• Residential address (private — not publicly visible, but submitted to Companies House)
• Date of appointment
• Nationality, country of usual residence, occupation

Fee: Free (no charge for AP01 filing).

Step 4: Update PSC Register if applicable If the new director also has significant control (25%+ shares or voting rights, or other control), update the PSC Register simultaneously.

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How to Remove a Director

Method 1: Voluntary Resignation The simplest method. The director submits a written resignation letter to the company. The resignation takes effect immediately (or from a specified future date). File Form TM01 at Companies House within 14 days of the termination date.

Method 2: Shareholder Ordinary Resolution (Companies Act Section 168) Any company (regardless of what the Articles say) can remove a director by ordinary resolution (50%+ of votes). However:

• 28-day special notice requirement: Before the resolution is proposed at a general meeting, the director must be given at least 28 days' notice that a resolution to remove them will be proposed. This gives the director the right to:
• Make written representations to shareholders (which the company must circulate)
• Speak at the meeting

Process: 1. Shareholders give 28 days' notice to the director 2. An Extraordinary General Meeting (EGM) is convened 3. Shareholders vote — ordinary resolution (simple majority) 4. If passed: director removed from that date 5. File TM01 at Companies House within 14 days

What the director cannot do: A director cannot entrench themselves against removal by shareholders — a provision in the Articles purporting to prevent shareholder removal is void under S.168. However, they may have weighted voting rights under the Articles (e.g., the director's shares carry extra votes on a resolution to remove them) — a common founder protection mechanism.

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The Employment Law Complication

Here is where most founders go wrong: director and employee are two distinct roles. Many company directors are also employees under a service contract. Removing someone as a director does not automatically terminate their employment.

• If a director also has an employment contract:
• Removing them as director under S.168 does not end their employment contract
• To end employment, you must follow proper employment law (notice, or fair dismissal procedure if they have 2+ years' service)
• Doing this incorrectly = unfair dismissal claim at Employment Tribunal

For founder-directors with no formal service contract: typically not employees (only paid dividends, no PAYE salary) — in which case director removal is straightforward.

Always consult an employment solicitor before removing a director who may have employment rights.

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FAQs

Can a single-director company remove themselves as director? A sole director can resign — but there must be at least one director at all times. If the only director resigns without appointing a replacement first, the company has no director — which creates a governance deadlock. The shareholders must appoint a new director to resolve this.

Can a director be removed if the Articles give them special protections? Weighted voting rights attached to specific share classes (e.g., the founder's A shares carry 10 votes each on a removal resolution) are valid and can prevent removal if the director holds enough weighted votes. This is common in founder-protection clauses.

What is a shadow director? Someone who isn't formally appointed as a director but in whose instructions the actual directors are accustomed to act. Shadow directors have the same duties and liability as formal directors under the Companies Act. If HMRC or a court determines you were a shadow director of a company that went into insolvent liquidation, you can be personally liable.

Do I need a company secretary to appoint a director? No. UK private companies (Ltd) are not required to have a company secretary since the Companies Act 2006. Any director or the shareholders themselves can handle the AP01 filing.

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