Appointing and removing a company director

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After incorporation, a company director can be appointed at any time. Likewise, a director can be resigned or replaced by members, shareholders or guarantors at any time, provided that such action does not contravene any of the provisions of the Companies Act 2006, the articles of association or the director service agreement.

A business also needs to have at least one human owner. Therefore a new director should be appointed immediately if a single director resigns or is removed from a corporation.

Informing the companies house for the appointment of a director after incorporation:

The method of naming a director to the Companies House is very straightforward and can be carried out online or by post during or after incorporation. The members of the company shall decide whom to nominate. In order to do so, the following reports must be sent to the Companies House on the application for company incorporation or on the AP01 form.

  • Company name
  • Company registration number(CRN)
  • Date of appointment
  • Title name
  • Date of birth
  • Residential address
  • Service address
  • Occupation
  • Nationality

The organization must have at least one other director who is a natural person if you want to name a general manager. Please submit the following details on form no AP02:

  • Company name
  • Company registration number
  • Date of appointment
  • Registered name and number of a company director
  • Registered office or principal address of a company director
  • Registration place of a corporate director

The quickest and easiest way to file this information is online. Companies House web filing or the first creation online company manager. Data is sent online to the companies house and the public registry will be revised within 24 hours to reflect the new appointment.

How can we change a director's details in Companies House?

With the exception of the date of birth of a company director, you can alter any other information that has been reported to companies house. In the majority of cases, it is very easy to make such amendments. This can be done online in a matter of minutes using the companies house web filing software or the first formation website. companies house will add this information in a public register. If a director has reported a wrong date of birth, only by filing a substitute appointment form or, if the incorrect date has been applied after incorporation, by using the RP02A and RPCH01 forms can those details be changed.

Do directors details made available to the public?

Indeed, the particulars of all directors submitted to the companies house at the time of their appointment will be shown on public record, with the exception of home address. Nevertheless, if a director wants to provide a residential address as the address of his or her operation, that information is put in the public record.

How to remove a director?

The director may be dismissed from the company for a number of reasons, but the dismissal or termination must be in accordance with the provisions of the companies act 2006, the terms of association of the company and any services agreement between the director and the company. you must ensure that at least one natural director is assigned to your company at all times.

Voluntary resignation

If the director resigns within the terms of his or her contract, or if you ask the director to resign voluntarily in order to avoid dismissal you will contact the company house online or by post using the form TM01 within 14 days of the resignation. This public registry will be updated to reflect this information and the company's formal list of directors must also be updated accordingly.

Removal under the articles of association

The model association articles include a range of clauses that allow a director to be immediately removed in the following circumstances:

  1. A clause of the companies act 2006 or any other UK law forbids a director from staying in office.
  2. A bankruptcy order is being served against an owner.
  3. A licensed medical practitioner finds a director physically unable to remain in office.

Removal of the director by ordinary resolution of members

If the reason for termination is not provided for in the articles of association, the shareholders can expel the director by passing a resolution. This procedure is often used when shareholders are dissatisfied with a director's overall performance. Provided that the reason for the dismissal does not infringe any law or a contractual agreement, the shareholders can pass an ordinary resolution with a majority vote.

In order to adopt a common resolution, shareholders must be given a special notice at least 28 days before the vote is taken at the general meeting. The director concerned must also be informed in order to allow him or her to attend the meeting and to make representations. When a majority vote is reached, form TM01 must be sent to companies house within 14 days of the termination.

Removal by the tribunal or by another authority

When for any other reason, a director fails to perform his or her statutory duties and responsibilities, or his or her conduct is considered unfit, any member of the company or public can make an official complaint to the insolvency service. The Companies House, HMRC, the competition and markets commission, the financial conduct authority or a corporation can also disqualify a director.

Unfit behaviour is classified as:

  • Continuing to trade to the detriment of creditors when a business is insolvent (unable to pay its bills).
  • Failure to keep proper records of the accounting.
  • Lack of collaboration and filing annual accounts and/ or annual returns.
  • Failure to submit tax returns and or pay tax obligations to HMRC.
  • Lack of collaboration with an insolvency practitioner or the official receiver.

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