Appointing a Director: legal and practical considerations

Disqualification

Before any appointment is made, the company should confirm that the proposed director is not disqualified.

Under the Companies Act 2006 and the Company Directors Disqualification Act 1986, individuals cannot be appointed if they are, for example:

• subject to a disqualification order or undertaking;
• subject to bankruptcy or debt relief restrictions; or
• otherwise prohibited by statute or court order.

An appointment made in breach of these rules is void. Acting while disqualified is a criminal offence and may result in personal liability.

Companies should obtain confirmations from the individual and, where appropriate, check public registers.

Eligibility and identity verification

A director must be at least 16 years old, although appointing individuals under 18 may present practical difficulties.

From 18 November 2025, all directors must complete identity verification with Companies House. Without this, the appointment cannot be validly registered.

Articles of association

The company’s articles should always be reviewed before making an appointment. They may:

• require more than one director;
• impose a maximum number; or
• include specific appointment procedures.

In practice:

• quorum requirements (typically two directors under the Model Articles) can restrict a sole director’s ability to act; and
• some decisions, including conflicts matters, may require additional directors.

At least one director must be a natural person, and restrictions on corporate directors are increasing.

Appointment formalities

A valid appointment requires compliance with internal procedures and statutory filings, including:

• approval by the board or shareholders (as required);
• the director’s consent to act; and
• filing the prescribed form at Companies House within the relevant timeframe.

Failure to follow these steps may result in compliance issues.

Practical considerations

Legal eligibility does not necessarily mean an appointment is appropriate. Companies should also consider the following:

• Duties and risk. Directors owe statutory duties regardless of involvement. A lack of understanding can expose both the individual and the company to risk.
• Capacity and commitment. Directors must have sufficient time to:
• attend meetings;
• review materials; and
• respond to issues.

Delegation does not remove responsibility.

• Conflicts of interest. Conflicts should be identified at the outset. Directors must:
• declare relevant interests; and
• ensure conflicts are properly authorised and recorded.

Commentary

Appointing a director is both a legal and governance decision.

Companies should ensure the appointment is valid and that the individual is capable of fulfilling the role.

Careful consideration at the outset helps minimise risk and supports effective governance over the longer term.

If you would like assistance with appointing a director, please get in touch with our corporate & commercial team.