Adding or Removing Directors: Legal Process Explained

Adding or removing directors is one of the most common changes a company makes. A business brings in a new partner, a co-founder steps back, a family member retires, or an investor wants a seat on the board. The process is quick when done properly, but it involves the company's own rules, the Companies Act and, since November 2025, identity verification. This guide explains the legal process for adding or removing directors, step by step, and the mistakes that cause problems later.

Who can be a director?

Before adding a director, check they are eligible. A director of a UK company:

• must be at least 16 years old
• must not be disqualified from acting as a director
• must not be an undischarged bankrupt, unless a court has given permission
• must have verified their identity with Companies House and have a personal code

There is no nationality or residence requirement, so a director can live anywhere in the world. Every private company must have at least one director who is a real person, not a company.

Adding a director

Step 1: Check the articles of association

Your articles say how directors are appointed. Under the model articles used by many small companies, directors can be appointed either by an ordinary resolution of the shareholders or by a decision of the existing directors. Some articles set a maximum number of directors, or give certain shareholders the right to appoint one. A shareholders' agreement may add further rules.

Step 2: Get the new director verified

Since 18 November 2025, a new director cannot be registered until they have verified their identity with Companies House, either through GOV.UK One Login or an Authorised Corporate Service Provider. Ask the new director to verify as soon as they agree to join, and to send you their personal code.

Step 3: Record the decision

Pass a board resolution or shareholder resolution appointing the director, with the date it takes effect. Keep it with the company's records. The new director must consent to act, and that consent is confirmed when the appointment is filed.

Step 4: File form AP01 within 14 days

Tell Companies House within 14 days of the appointment, using form AP01 (or AP02 for a corporate director). Filing online is free. You will need:

• the director's full name, and any former names used for business
• date of birth and nationality
• country or state of residence
• a service address, which appears on the public register
• a usual residential address, which is kept private
• the date of appointment
• their Companies House personal code

Since November 2025, you no longer need to give a director's business occupation.

Step 5: Tidy up the paperwork

Update the bank mandate if the new director will sign, consider whether they need a service agreement, and check your directors' and officers' insurance. If they are also buying shares, deal with the share issue or transfer and any PSC filing at the same time.

Removing a director

There are two main routes: the director resigns, or the shareholders remove them.

Resignation

Most removals happen by resignation. The director gives written notice to the company, and the resignation takes effect on the date stated or when the notice is received. Check the articles and any service agreement for a required notice period. The company then files form TM01 within 14 days.

Removal by the shareholders

If a director will not resign, the Companies Act lets the shareholders remove them by ordinary resolution, whatever the articles or their contract say. The process is formal:

1. A shareholder gives the company special notice of the resolution at least 28 days before the meeting.
2. The company sends a copy to the director, who has the right to make written representations and to speak at the meeting.
3. The resolution must be passed at a general meeting; it cannot be done by written resolution.
4. If a majority votes in favour, the director is removed, and the company files TM01 within 14 days.

Removing a director does not cancel any employment rights they have. A director with a service contract may be entitled to notice pay or compensation, and a director who is also a shareholder keeps their shares. Take advice before starting, because disputes between directors often end up in court.

Automatic removal

Many articles say a director stops holding office automatically in certain situations, such as becoming bankrupt, being disqualified, or being unable to act through ill health for a long period. The company still files TM01.

Company secretaries

Private companies do not have to appoint a company secretary, but many do. Appointing or removing a secretary follows a similar process, using form AP03 to appoint and TM02 to remove, again within 14 days.

Changing a director's details

Changes to an existing director's name, service address, residential address, country of residence or nationality are filed on form CH01, again within 14 days.

Do not leave the company without a director

A private company must always have at least one director. If the only director resigns or dies, the shareholders need to appoint a replacement straight away. If the sole director dies and was also the sole shareholder, the personal representatives of their estate usually have to step in. Planning for this, for example by appointing a second director or using articles that allow personal representatives to appoint one, avoids a company being left without anyone able to act.

Tax and payroll when adding or removing directors

Companies House is only part of the picture. Adding or removing directors can also affect your tax and payroll:

• Payroll: a new director who will be paid a salary must be set up on payroll, with director National Insurance rules applied. A departing director's last payment and P45 must be processed.
• HMRC contacts: if the departing director was the main contact for the company's tax accounts, make sure someone else has access to the business tax account and that HMRC's records show the right people.
• Director's loan accounts: a departing director's loan account should be settled or formally agreed, because an overdrawn balance can bring tax charges.
• Self Assessment: new directors may need to register for Self Assessment if they will receive dividends or other untaxed income.

How long does it take?

Adding or removing directors can be done within a day or two when everyone is ready. The slowest part is usually identity verification for a new director, so start that first. Online filings with Companies House are typically processed quickly once submitted. Removal by the shareholders takes longest, because of the 28-day special notice period before the meeting can be held.

Adding or removing directors when shares also change

Board changes often come with ownership changes: a new director buys into the business, or a departing director sells their shares. When that happens, plan the whole package together. The share transfer or issue needs its own paperwork and possibly stamp duty, the register of members must be updated, and if anyone's holding crosses 25%, PSC information must be filed within 14 days. Doing everything on the same day keeps the public register consistent.

Worked example

A two-director company decides to bring in its operations manager as a third director. She verifies her identity through the GOV.UK ID Check app on a Monday and sends her personal code. On Tuesday the two existing directors sign a board resolution appointing her with immediate effect, under the model articles. On Wednesday the company files AP01 online with her details and code, and updates the bank mandate. The appointment shows on the register the same week, well within the 14-day deadline.

Common mistakes when adding or removing directors

• Filing late. The 14-day deadline applies to both appointments and removals, and failing to file is an offence.
• Appointing without verification. The appointment cannot be registered until the director has a personal code.
• Ignoring the articles. An appointment made the wrong way may not be valid.
• Removing a director by written resolution. Statutory removal needs a general meeting and special notice.
• Forgetting the knock-on changes. PSC filings, share transfers, bank mandates and insurance often need updating too.
• Leaving a resigned director on the register. They remain publicly linked to the company until TM01 is filed.

Adding or removing directors: checklist

• Check the articles and any shareholders' agreement.
• For a new director, confirm eligibility and get their personal code.
• Record the decision in a resolution.
• File AP01, TM01 or CH01 within 14 days.
• Update PSC information, the register of members and the bank mandate where needed.
• Check the public register a few days later to confirm the change is showing.

For the wider picture of what directors are responsible for once appointed, see our guide to director responsibilities. Companies House guidance is on GOV.UK: file changes to a company with Companies House.

Let us handle the filing

We handle adding or removing directors from start to finish: checking the articles, preparing resolutions, supporting identity verification and filing with Companies House on time. See our director update service.