What to consider when appointing a company director

A private company must have at least one director and a public company must have at least two. In each case at least one director must be a “natural person”.

It still remains possible to appoint a corporate entity as a director, but restrictions are due to be introduced under ECCTA (though no implementation date has yet been confirmed). These restrictions will significantly limit the circumstances in which corporate directors can be appointed.

Neither the Model Articles nor Table A include a provision relating to the maximum number of directors, but bespoke articles of association may impose a limit. This should be checked before proceeding.

To be appointed as a director, an individual must be at least 16 years old. 

Although it is possible to appoint a minor (under 18) as a director, a company should be wary of doing so, as the role requires a degree of knowledge and awareness and carries significant duties and responsibilities.

An individual cannot be appointed if they have been disqualified as a director, and any purported appointment of a disqualified person will result in the appointment being void. Undischarged bankrupts are also prohibited from acting as directors.

In addition, ECCTA introduces identity verification for directors. All directors are prohibited from acting unless their identity has been verified and companies are also required to ensure that individuals do not act as directors unless their identity is verified.

In practice, this means that until an individual’s identity is verified, a director should not take any actions on behalf of the company in their capacity as a director. If a person fails to verify their identity and continues to act as a director, they are committing an offence which is punishable by a fine. However, the director’s appointment and the actions they may have undertaken as a director will still be valid.

A company will also commit a criminal offence if it allows a director to act while unverified.

Mandatory identity verification for all new directors was introduced from 18 November 2025, with existing directors having a 12-month transition period in which to comply with the verification requirements. 

For more information, see “Identity verification and Authorised Corporate Service Providers”. 

On incorporation, a company must provide details of its proposed first directors.

The process for any subsequent appointments will be set out in the company’s articles. Typically, this can be done: 

• by ordinary resolution of the shareholders; or
• by the board.

Bespoke articles of association may set out alternative or additional methods of appointing a director – for example, an investor or founder shareholder may have a right to appoint a nominee director.

Before being appointed, a director must give consent to act. The company must confirm this consent when filing the Companies House notice of appointment (Form AP01).

The appointment must also be notified to Companies House within 14 days, and it is an offence for an individual to act as a director if this requirement is not met. An offence will also be committed by the company and every officer in default. Importantly, however, the director’s appointment is not invalidated by the failure to notify. 

From 18 November 2025, companies were no longer required to hold and maintain a register of directors or a register of directors’ residential addresses, and the general public is now reliant on the centrally held records at Companies House for this information.

In order to safeguard third parties dealing with companies, the acts of invalidly appointed directors will generally still be valid. Articles of association commonly provide that all acts carried out by a meeting of the board or by any person acting as a director will be valid even if it is discovered afterwards that there was some defect in the appointment or that they were disqualified from holding office or not entitled to vote.

As stated above, a director’s appointment will not be invalidated by a failure to comply with identity verification requirements nor by a failure to notify the appointment within 14 days. 

While not strictly legal requirements, companies should also consider the following when appointing a director.

• Understanding the role: Directors are legally responsible for running the company and ensuring compliance with filing and reporting obligations.
• Skills and experience: Boards should ensure the appointee has the appropriate expertise and capacity to fulfil the role.
• Conflicts of interest: Potential conflicts should be identified and managed from the outset.
• Induction and training: New directors should be provided with sufficient information about the company and their duties.