Appointing and removing directors: a practical paperwork guide for UK startups

Bringing someone onto your board or parting ways with a director is a routine part of startup life. Getting the paperwork right avoids confusion later, keeps Companies House happy and protects your governance record if investors ever come knocking. Below we set out the practical document steps for appointing and removing a director, assuming a private company limited by shares using the Model Articles. This is not legal advice and you should speak to a solicitor if the situation is sensitive or contested.

The core documents you will touch

Three things almost always need attention:

• Companies House forms (AP01 for appointment, TM01 for termination).
• A board minute or written resolution recording the decision.
• Your company’s statutory registers – specifically the register of directors.

If your shareholders have reserved the right to appoint or remove directors in a shareholders’ agreement or bespoke articles, you may also need a shareholder resolution. We focus on the simplest model here.

Appointing a new director

Step 1: check eligibility

A director must be at least 16 years old and not disqualified from acting as a director. You can verify this yourself, but for a formal record you might ask the candidate to confirm in writing (a short email will do).

Step 2: check your articles and any shareholders’ agreement

Under the Model Articles, the board can appoint a director by ordinary resolution of the directors. However, the shareholders can remove that power or require shareholder approval. Check your articles and any shareholders’ agreement first. If a shareholder vote is needed, you will run a general meeting or a written shareholder resolution.

Step 3: pass a board resolution

As soon as practical, hold a board meeting – or use a written resolution signed by all directors – to formally decide to appoint the person. The resolution should record:

• The candidate’s full name and service address.
• The date the appointment takes effect.
• A statement that the board has checked the candidate is not disqualified.

Example wording:

IT WAS RESOLVED that [Full Name] be appointed as a director of the company with effect from [date].

Keep a signed copy of the minutes or the written resolution in your company records.

Step 4: complete form AP01

File Companies House form AP01 within 14 days of the appointment. You can file online or on paper. You will need:

• The company name and registration number.
• The new director’s full name, any former names, date of birth, nationality, occupation and a service address (which can be the company’s registered office address, but a residential address must be supplied separately – it stays off the public register).
• The date of appointment.
• Consent to act – the form includes a statement that the director has consented. You do not need a separate consent letter, but many startups keep a signed copy for their records.

Step 5: update the register of directors

Enter the director’s details in your statutory register of directors immediately. If you use StartupDocs or a company secretarial tool, this will likely update automatically. If you keep a manual register, write the full name, service address, country of residence, nationality, date of birth, occupation and date of appointment. The register must be available for inspection.

Step 6: update the register of directors’ residential addresses

Record the residential address separately. This register is not shared publicly.

Removing a director

A director can leave in several ways: resignation, removal by the board under bespoke articles, removal by shareholders under section 168 of the Companies Act 2006, or automatic termination if the director becomes disqualified or is bankrupt. We cover the most common: resignation and shareholder removal.

Resignation in ordinary circumstances

When a director resigns voluntarily, the board or the remaining directors should:

1. Receive and accept the resignation. The director should give written notice. A short letter or email works. The company should then acknowledge the resignation.
2. Pass a board resolution recording the acceptance and the effective date.
3. File form TM01 within 14 days of the date the resignation takes effect. The form asks for the director’s details and the termination date.
4. Update the register of directors, noting the date of cessation.
5. Update the register of directors’ residential addresses if you keep one.

If the departing director also held shares, consult your shareholders’ agreement and articles – you may need to deal with leaver share transfers separately. That is a distinct process and out of scope here.

Removal by shareholders under section 168

Occasionally you need to remove a director who has not resigned. The director may be a founder or an early investor representative. The standard Companies Act mechanism requires a shareholder ordinary resolution (more than 50% of votes). Key steps:

• Give ‘special notice’ of the resolution to the company at least 28 clear days before the meeting. The director being removed must receive a copy.
• The director has the right to make written representations and speak at the meeting.
• At the general meeting, pass the ordinary resolution. The written resolution process cannot be used for director removal under section 168 – you must hold a physical or virtual meeting.
• Once the resolution passes, the termination is effective immediately unless the resolution specifies a later date.
• File form TM01 and update registers as above.

Because removal under section 168 can be contentious and may trigger arguments about employment rights or unfair prejudice, you should definitely take legal advice before starting this process.

Practical housekeeping tips

• Keep a simple director’s consent letter or email on file for every appointment. It is not a Companies House requirement, but it is a small hygiene step that shows good governance.
• Use a permanent service address. If a director uses the registered office, make sure you forward any personal mail. Changing a director’s service address later requires form CH01.
• Remember your PSC register. If the director becomes or ceases to be a person with significant control, you must update the PSC register and file the appropriate forms with Companies House within 14 days. That is separate from the director paperwork.
• Set a calendar reminder. The 14-day filing window for AP01 and TM01 is strict. Late filing is an offence and can delay other filings.

What to do if you are also an employer

A director may also have an employment contract or a service agreement. Removing their directorship does not automatically end their employment. If you are terminating both roles, handle the employment paperwork separately and follow your dismissal procedure or any agreed settlement. Getting this wrong can lead to an unfair dismissal claim, so again, speak to a solicitor where needed.

Keep a clean audit trail

Whether you are bringing a non-executive onto the board or parting ways with a co-founder, consistent record-keeping makes life easier. Saved board minutes, filed forms and updated registers form the evidence you need for investor due diligence, audits or future corporate transactions. StartupDocs’ document hub helps you generate the minutes, track signed resolutions and store the resulting records in one place, but whichever tool you use, a clear process is what matters most.