Navigating a change of company director

Importantly, there are forms you should use to notify Companies House about the change. You must notify Companies House if you change your company’s:

• Name
• Address
• Directors, including corporate directors
• Constitution and articles of association (how your company is run).

You usually need to get directors or entitled shareholders to vote (known as ‘passing a resolution’) on whether or not to make some changes, according to the Companies Act 2006. Things that usually need a resolution include:

• Removing a director
• Changing your company name
• Changing your company’s constitution and articles of association.

Most resolutions simply need a majority of shareholders to agree to the change (called an ‘ordinary resolution’). This may be simply done by a show of hands at a meeting or by shareholders signing a written resolution. Ordinary resolutions are used for most routine changes, for example, appointing a new director. However, some changes require a 75% majority (known as a special resolution).

Appointing a new director and informing Companies House

Timing is important for when you submit the changes you are making to your company to Companies House.

You must notify Companies House within 14 days if you make changes to:

• where you keep your company records,
• your directors, or their personal details change, for example their residential address,
• company secretaries.

You must notify Companies House within 15 days if you make changes to your constitution or articles of association, and within a month if you issue more shares in your company.

You must notify Companies House of all other changes within 21 days.

You can either use the Companies House online service or download and fill in the correct forms. There are forms to complete to resign, appoint or change the details of the directors of your limited company.

Form CHO1 is used to register a change in a director’s details, i.e. name and residential address. Other forms are used to appoint a director (AP01) or change an incorrect date of birth (RP CH01). Other forms are used where changes are being made to a limited liability partnership (LLP).

Checklist of tasks to complete when changing company director

All newly incorporated companies receive three documents from Companies House: Certificate of Incorporation, a Memorandum of Association and Articles of Association.

Statutory registers are used to compile a company’s details such as registered number, company’s registered address or service address, directors or company officers, secretaries and shareholders.

A company director can be appointed during company formation and thereafter. Directors can resign or be removed at any point after incorporation.

Remember to:

• Use the correct Companies House form depending on what change you are making to your company.
• Make sure you keep to the timescales for notifying Companies House particularly if you are using paper forms.
• Consult your business advisers to ensure you follow the procedures correctly e.g., accountant, lawyer.
• File a confirmation statement to Companies House at least once a year – this ensures they have up to date information about your company.

Disclaimer

This factsheet provides general guidance on how to navigate a change of company director. It is not intended to be a substitute for legal advice. If you have any specific questions, you should consult with a qualified lawyer.

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