Appointing a director may sound like a big move, if you’ve never done it before.  And it is,  directors are largely responsible for the managing day-to-day, short-term operations (and hence resulting success or failure…) of a company.    

Whilst the CEO is charged with overseeing a company’s longer-term strategic vision and direction, typically it’s directors who call the overall shots on how a company runs throughout its various departments on a daily basis.

They play a vital leadership role by making key decisions, and ensuring everything stays legally compliant. So If you're wondering how to appoint a director in a private Limited company, we’d recommend reading this article before you do so!

But don’t stress it. Although it’s an important task, the process is more straightforward than you might think. And we’ve given hundreds of limited company clients tips on how to appoint a director.

We’ll show you exactly what to do, from checking eligibility to informing Companies House, so you can appoint a new director with confidence.

Who can be a director?

Before you appoint a director, you’ll need to make sure they meet the legal requirements. The rules are fairly simple in the UK, but it's important that you adhere to them.

To be eligible, a person must:

• Be at least 16 years old
  
  
• Not be currently disqualified from being a company director
  
  
• Not be an undischarged bankrupt (unless they have court permission)

There’s no requirement for a director to be a UK resident or a shareholder in the business, they just need to be capable of carrying out their legal duties and responsibilities.

You can also appoint another company as a director (called a corporate director), although at least one director must be a real human being (aka a “natural person”). In fact, you can appoint as many directors as you like, but normally a company won’t have more than two. 

A director, or a board/group of directors, usually work under a CEO in the company hierarchy.  If you’re unsure whether someone’s eligible or suitable, it’s always worth seeking advice before you appoint a director.

{{ltd-guide}}
‍

Why you might need to appoint a new director

There are a few common reasons why a private limited company might need to appoint a director, and not all of them are dramatic! Sometimes it’s part of natural business growth, and sometimes it’s a legal necessity.

Situations where appointing a new director makes sense:

• A director has resigned or been removed – You may need to fill their spot to keep the company running smoothly.
  
  
• You only have one director – All private limited companies must have at least one director at all times. If you’re the sole director and want someone else on board to share responsibilities, this is your cue.
  
  
• You're scaling up – As your business grows, bringing in directors with specific skills or experience can help with decision-making and strategy.
  
  
• You’re restructuring – Maybe you're separating ownership and day-to-day management or planning for succession.

No matter the reason, the important thing is making sure you go through the correct process when you appoint a director in a private limited company. That’s exactly what we’ll cover next.
‍

Internal approval - Company agreement or board resolution

Before you officially appoint a director, you’ll need to follow your company’s internal decision-making process. This might sound formal, but it’s usually quite straightforward.

Check your Articles of Association

Your company’s Articles of Association lay out the rules for how directors can be appointed. In many private Limited companies, the existing directors can make the decision without involving shareholders—but that’s not always the case. Some companies may require shareholder approval, so it’s worth double-checking the details.

Pass a board resolution

If your articles allow it, the directors can agree to appoint someone by passing a board resolution. This just means they’ve made a formal decision, either at a meeting or in writing. You’ll need to record this decision clearly, including:

• The name of the new director
  
  
• The date their appointment takes effect
  
  
• That they’ve agreed to take on the role

Get shareholder approval (if needed)

If your Articles say shareholders must approve the appointment, you’ll need to either call a general meeting or pass a written resolution. Again, make sure this is properly documented and stored with your company records.

Keep written records

Even if you’re not required to submit these internal documents to Companies House, you must keep them on file. You’ll also need to update your register of directors and register of directors’ residential addresses once the appointment is official.

Following this process will ensure that your appointment is legally valid and keeps everything above board before moving on to the formal steps.
‍

The official process - How to appoint a director in a private limited company

Once your company has agreed on the appointment, it’s time to make it official. Here’s a step-by-step guide on how to appoint a director in a private Limited company:

Step 1: Gather the necessary information

You’ll need the following details about your new director:

• Full name
  
  
• Date of birth
  
  
• Nationality
  
  
• Occupation
  
  
• Service address (this will be visible on the public record)
  
  
• Residential address (kept private by Companies House)
  
  

Make sure everything is accurate before moving on.

Step 2: Complete a board resolution or shareholder agreement

As covered earlier, you need a formal decision in line with your company’s Articles of Association. This resolution should include:

• The name of the person being appointed
  
  
• The date their appointment takes effect
  
  
• Confirmation that they’ve agreed to take on the role and understand their responsibilities

Step 3: Notify Companies House

To make the appointment official, you must inform Companies House. This can be done:

• Online, using your company’s authentication code via the Companies House WebFiling service
  
  
• By post, using form AP01 (for individual directors) or AP02 (for corporate directors)
  
  

This must be filed within 14 days of the appointment.

Step 4: Update your company records

Your internal register of directors and register of directors’ residential addresses must be updated as soon as the appointment is made.

{{cta-limited-company}}

What happens after the appointment of a director?

Once the new director is officially appointed, their legal duties begin right away. They’ll be responsible for helping run the company in line with the Companies Act 2006, including acting in the company’s best interests, keeping proper financial records, and making sure statutory obligations are met.

It’s also good practice to:

• Let your accountant, bank, and other key contacts know about the change
  
  
• Update any internal systems, websites, or marketing materials if needed
  
  
• Provide the new director with a clear outline of their duties (a director’s service agreement can help here)

Can you remove a director later on?

Yes, you can. If things change, directors can be removed through a formal process, either by the board or shareholders, depending on your articles of association. It’s important to follow the correct legal steps and document everything properly.

In other words, appointing a director doesn’t have to be permanent, but it is a serious decision that comes with legal responsibilities from day one.
‍

Crunch will point you in the right direction

Appointing a director in a private limited company might seem like a big step if it's the first time you’re doing it, but it’s really just a matter of ticking the right boxes. 

Once you’ve properly checked the eligibility of your prospective director, you just need to get the form filing sorted. Just follow this guide to appoint a director in a private limited company in an efficient, stress-free fashion like hundreds of our happy clients have done.

If you’re unsure about anything or want help managing the paperwork, it’s always worth speaking to a professional, especially when it comes to keeping your company compliant. So get in touch with our friendly team who’ll be happy to help.

‍