Director changes – what needs to be notified

Under the Companies Act 2006 a company must always have at least one individual as a director.  A company can have as many other directors, individual or corporate, as desired and new directors can be appointed at any time.  Our Director Appointments: Who and How? article covered the process of appointing directors, including the completion of form AP01 for individual directors or form AP02 for corporate directors.

Directors can also be terminated at any time, subject to the requirement for a company always to have at least one individual director. To terminate a director, it is form TM01 that should be submitted to Companies House.

Although most companies are aware of the need to file director appointments and terminations, many fail to meet the Companies House filing requirements when certain directors’ details change. You’ll need to inform Companies House of any changes to the following personal details:

  • the director’s name;
  • the director’s service address – i.e. the address available to the public for contacting the director. We looked at one reason why we’ve seen a lot of directors changing their service address in our Five small steps to healthy company records article. For a corporate director, a change to the company’s registered office or principal office address should be notified;
  • an individual director’s nationality;
  • an individual director’s country of residence;
  • an individual director’s business occupation;
  • an individual director’s usual residential address;
  • whether an individual director has applied for or already been granted an exemption from disclosing their residential address to credit agencies under section 243 of the Companies Act 2006;
  • a corporate director’s country of registration
  • a corporate director’s company registration number
  • a non-EEA corporate director’s legal form or governing law.

You will need to use form CH01 for individual directors and form CH02 for corporate directors when informing Companies House of these changes.

All appointments, changes to personal details and cessations should be reported to Companies House within 14 days of the changes being made.

In addition to directors your company may have one or more company secretaries.  A private limited company is no longer required to have a company secretary, as long as its Articles of Association don’t require such an appointment to be made.  Public limited companies, however, are still required to appoint a company secretary. Just as for directors there are a number of different forms that you will need to use to inform Companies House of any changes to your company secretary. Specifically, they are:

  • form AP03 to appoint an individual company secretary;
  • form AP04 to appoint a corporate company secretary;
  • form CH03 for changes to an individual company secretary’s name or service address;
  • form CH04 for changes to a corporate company secretary’s name, registered office or principal office address, country of registration, company registration number or, for non-EEA corporate secretaries, its legal form or governing law; and
  • form TM02 when a company secretary ceases to hold office.

As for directors you should file all these changes with Companies House within 14 days of the changes being made.

All the Companies House forms can be submitted by paper or online. At the same time as filing to Companies House, it’s important to update your statutory registers with the changes – particularly the register of directors, register of directors’ residential addresses and register of secretaries. If a director or secretary has changed their details, particularly their name or address, and they are also a shareholder you’ll need also to update the register of members. We looked at the circumstances in which you might want to issue revised share certificates reflecting a change in our article on Share certificates – dealing with common scenarios.

We’ve designed the FREE Inform Direct company records management system as an straightforward way to submit all these forms online, helping you to provide all the correct details first time and automatically updating your company registers with the changes. You can register today to start managing your company records for free and see quite how easy it can be to keep on top of your company records!

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