How to Add or Remove a Company Director

To add or remove a company director you make the decision in the way your company's articles of association require, record it in writing, and then tell Companies House within 14 days. An appointment is reported on form AP01 and a departure on form TM01, both of which can be filed online. The filing is the easy part. Most problems come from skipping the internal decision, missing the 14 day window, or forgetting the bank, HMRC and payroll afterwards. This guide walks through each stage in order.

Key takeaways

• Follow your articles first. The appointment or removal is usually a board or shareholder decision, recorded in minutes.
• Tell Companies House within 14 days: AP01 to appoint, TM01 when a director leaves.
• A private company must always have at least one director who is a natural person.
• Directors must be at least 16 and must not be disqualified or an undischarged bankrupt.
• Update the bank mandate, HMRC, payroll and any director's loan account once the change is made.

What is a company director?

A director is a person appointed to manage a company on behalf of its shareholders. Directors are legally responsible for the company's records, accounts and tax filings, even when an accountant does the day-to-day work. In many small companies the directors and shareholders are the same people, but the two roles are legally separate: shareholders own the company, directors run it. GOV.UK summarises the duties under directors' responsibilities, and we cover them in plain English in our guide to limited company director responsibilities.

Who can be a director?

The basic legal conditions are short:

• The person must be at least 16 years old.
• They must not be disqualified from acting as a director.
• They must not be an undischarged bankrupt.
• A private company must have at least one director who is a natural person. A company cannot be run only by other companies.

Identity verification requirements for directors now apply at Companies House. The rules have been phased in, so check the current requirement on GOV.UK under verifying your identity for Companies House before you file an appointment. It is sensible for a new director to verify before the appointment date so the filing is not held up.

How to appoint a director

The power to appoint comes from the company's articles of association. Under most standard articles, a new director can be appointed either by a decision of the existing directors or by an ordinary resolution of the shareholders. Read your own articles before you act, because bespoke articles and shareholders' agreements sometimes add conditions, such as needing the consent of a particular shareholder.

The new director must agree to act. Record the decision in board minutes or a written resolution, with the date the appointment takes effect. Our guide to dividend vouchers and board minutes shows what a simple minute looks like. Then update the company's own register of directors and report the appointment to Companies House.

How to remove a director

There are two very different situations.

The director resigns. This is the usual route. The director gives written notice, the board notes the resignation and its effective date in the minutes, and the company files the termination with Companies House.

The director does not want to leave. Shareholders can remove a director by ordinary resolution under the Companies Act 2006, but special notice of the resolution is required and the procedure is strict. GOV.UK lists removing a director among the changes that shareholders must approve. When counting the vote, it is the number of voting shares that matters, not the number of shareholders. A contested removal can also raise employment and shareholder disputes, so take legal advice before starting. We can handle the filings and the accounts, but we are not a law firm.

Before any removal takes effect, check that the company will still have at least one director who is a natural person, and that any minimum number in your articles is still met.

Appointing and removing compared

Step by step: making the change

1. Read the articles and any shareholders' agreement to confirm who can make the decision and how.
2. Check eligibility for a new director: age, no disqualification, no undischarged bankruptcy, and the current identity verification requirement.
3. Make and record the decision in dated minutes or a written resolution. Keep a signed consent to act or the resignation letter with it.
4. Update the register of directors kept with the company's statutory records.
5. File with Companies House within 14 days using the online service or the paper form. For an appointment you will need the details that go on the register, including name, date of birth, nationality, occupation and a service address.
6. Tell the bank and change the mandate, cards and online banking users.
7. Update HMRC and payroll. Add a paid director to the payroll, or process a leaver. Tell HMRC if the company's contact details have changed as a result.
8. Deal with money owed either way. Agree and settle the balance on any director's loan account.
9. Review shares and control. If shares change hands as part of the move, changes to people with significant control must also be reported to Companies House within 14 days.

What the public can see

A director's details on the public register include their name, service address, month and year of birth, nationality and occupation. The service address does not have to be a home address. Many directors use the registered office. When a director leaves, the record of their appointment and the date it ended stays on the register, so accurate dates matter.

Your next confirmation statement is a useful check that the list of officers is right, but it is not a substitute for the AP01 or TM01. The change must be reported when it happens.

Worked example (illustrative)

"Harrow Lane Joinery Ltd", an illustrative example, has two directors who each own half the shares. One of them, Imran, decides to step back from running the business, and the company wants to bring in its workshop manager, Chloe, as a director.

The articles allow the board to appoint directors. At a board meeting on Monday 5 October 2026 the two directors resolve to appoint Chloe from that date, and she signs a consent to act. She has already completed identity verification. The company updates its register of directors and files the AP01 online on 8 October, comfortably inside the deadline of 19 October 2026.

Imran hands in a written resignation taking effect on 31 October 2026. The board minutes note it, and the TM01 must reach Companies House by 14 November 2026. He keeps his 50% shareholding, so he remains a person with significant control and no change is needed there. The company removes him from the bank mandate, processes him as a leaver on the payroll, and repays the £1,800 the company owed him on his director's loan account. Chloe is added to the bank mandate and the payroll.

The company, people and figures are invented for illustration and are not a real client.

Common mistakes

• Missing the 14 day deadline. Diarise it on the day of the decision.
• Leaving the company with no director. Appoint the replacement before a sole director resigns.
• Assuming a departing director loses their shares. They do not. A share transfer is a separate step.
• Ignoring the director's loan account. An overdrawn balance left unpaid can create a tax charge for the company.

How we can help

We file director appointments and terminations for our company clients, keep the statutory registers up to date, and sort out the payroll and director's loan account at the same time. Our limited company packages start from £75 per month on a fixed fee. See our pricing, or contact us before the 14 day deadline runs out.