How to Appoint a Director for a UK Limited Company (Step-by-Step Guide)

Appointing a director for a UK limited company is a common requirement as businesses grow, restructure, or bring in new expertise. While the process is relatively straightforward, there are specific legal and Companies House requirements that must be followed.

In this guide, we explain how to appoint a director for a UK limited company, what forms are required, and how to stay compliant.

Who Can Be Appointed as a Director?

Before appointing a director, you must ensure the individual:

  • Is 16 years old or over

  • Is not disqualified from acting as a company director

  • Is willing to accept the legal duties and responsibilities of the role

Directors are responsible for running the company and complying with the Companies Act 2006, including filing accurate information and acting in the best interests of the company.

Step 1: Check the Company’s Articles of Association

The first step is to review the company’s Articles of Association. These determine:

  • How directors can be appointed

  • Whether shareholder approval is required

  • Any limits on the number of directors

Most UK companies adopt the Model Articles, which usually allow directors to be appointed by the board without shareholder approval. However, bespoke Articles may impose additional requirements.

Step 2: Obtain the Director’s Consent to Act

The new director must agree to the appointment. This is documented via a Director’s Consent to Act (also known as a consent to appointment).

Important points:

  • This document is not filed with Companies House

  • It must be retained in the company’s statutory records

  • It provides evidence that the director agreed to act

A consent to act typically includes:

  • Company name and number

  • Director’s full name

  • Appointment date

  • Signed confirmation of consent

Step 3: Approve the Appointment (Board or Shareholder Resolution)

In most cases, the appointment is approved by a board resolution. For small owner-managed businesses, this may simply be a written decision.

Depending on the Articles, you may also need shareholder approval via an ordinary resolution, particularly where ownership or control of the company is changing.

Step 4: Notify Companies House (Form AP01)

Once the appointment has been made, you must inform Companies House using Form AP01 – Appointment of a Director.

Key details:

  • Must be filed within 14 days of the appointment

  • Can be submitted online via Companies House WebFiling

  • Requires the director’s full name, date of birth (day not publicly displayed), nationality, occupation, service address, and residential address (kept private)

If appointing a corporate director, you must use Form AP02 instead.

Step 5: Update Statutory Registers

After filing with Companies House, the company must update its internal statutory records, including:

  • Register of Directors

  • Register of Directors’ Residential Addresses

  • PSC Register, if the director is also a person with significant control

Failure to maintain accurate registers can cause issues during HMRC enquiries, due diligence, or investment rounds.

Common Mistakes When Appointing a Director

Some of the most common errors include:

  • Missing the 14-day Companies House filing deadline

  • Not keeping a consent to act on file

  • Submitting incorrect addresses

  • Failing to update the PSC register

  • Appointing a disqualified director

These issues often surface later and can delay transactions or create compliance problems.

Do You Need Professional Advice?

While appointing a director is often straightforward, professional support is recommended where:

  • Ownership or control is changing

  • The director is also becoming a shareholder

  • You are raising investment or preparing for exit

  • There are tax, remuneration, or share structure implications

At Venn Accounts, we help UK limited companies manage director appointments, Companies House filings, and wider compliance, ensuring everything is done correctly and efficiently.

Want help appointing a director?

If you’d like support with appointing a director or managing company secretarial compliance, get in touch with Venn Accounts.