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Director – appointment

Who can be appointed as a director?

Any individual aged over 16 can be appointed as a director, unless they are disqualified from acting as a director.  A corporate body (e.g. another company) can also be appointed as a director in certain situations – see below!

As always, check your company’s Articles and other internal agreements for any restrictions on director appointments.

 

How many directors must a company have?

Private companies must always have at least one appointed director in place. This includes the minimum of one human director – see below!  Public companies must have at least two appointed directors (and a secretary).   Companies which drop below this minimum risk being struck off by Companies House.

 

Does a director need to be human?

No. For now, you can have a corporate director, but you must have at least one human (or ‘natural person’) as a director as well. In practice, this means that you cannot have a company where the sole director is a corporate director.  This may change under ECCTA – stay tuned!

 

What approvals are needed to appoint a director?

This depends on your company’s Articles and any other agreements e.g. a shareholder’s agreement.  For most companies, new directors can be appointed either by the existing directors, or by an ordinary resolution of the members via general meeting or written resolution.

 

Must a director consent to their appointment?

Yes – and this must be reported to Companies House when filing their appointment. If a proposed new director does not actively consent, they cannot be appointed.

 

When does the director appointment take effect?

Again, this depends on your company’s Articles etc. and any contract agreed with the proposed director. However, in most cases the director appointment will either take effect immediately after all necessary approvals are obtained, or on a date recorded in the relevant minutes/resolutions.  This will change slightly under ECCTA – see below!

 

How will ECCTA affect director appointments?

From 18 November 2025, all individual new directors must pass IDV and provide their ‘Personal Code’/UID to file at Companies House notifying that they have been appointed as a director.  Their appointment cannot be filed without the UID (the code that is generated to confirm IDV has been completed).   New director appointments must be filed within 14 days of the resolution being passed, and failure to do so (therefore failure to complete IDV & provide confirmation to Companies House) has serious consequences.  While this will not affect their appointment date, a new director cannot act as such until they have passed IDV and the above Companies House filing has been made. If they do act, their acts remain valid – but they, the company and all other directors will have committed at least one offence.  For now, corporate director appointments are unaffected. However, there are plans to restrict corporate directors from an unspecified date – watch this space!

For more about the 18 November changes, see our FAQ here.

 

Can Kudocs help with director appointments?

Yes – Kudocs can help you with everything from simply updating the records and Companies House, to running the entire consent and approval process. To see how, click here.

 

Using the Kudocs ‘Perform’ route – what happens if the proposed director declines or the resolution is rejected?

If the proposed director declines to act, whoever initiated the Kudocs process will be alerted. The process itself will stop. If a resolution is rejected by electronic voting, whoever initiated the process will be alerted so that they can decide on next steps. They can either use Kudocs to schedule a stakeholder meeting (for discussing and trying to resolve objections) or cancel the process.If the appointment process is cancelled, it can always be re-run at another time.

 

Does Kudocs update Companies House?

Yes. If you choose this option, Kudocs will file the necessary forms (AP01 or AP02) electronically on your behalf. From 18 November, Kudocs will also include the new ECCTA requirements for these filings – see our FAQ here.

 

Last updated: 19/11/2025 by Kudocs Admin

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