How to Appoint a Director: UK Companies House Form AP01

Appointing a director is a formal act with statutory consequences. Under Companies Act 2006, every UK company must have at least one director (section 154), at least one of whom must be a natural person (section 155), and that person must be at least 16 years old (section 157). Appointment can be made at incorporation (on the IN01) or at any later date (on form AP01 for an individual director, AP02 for a corporate director). This how-to walks through the process.

Before You Appoint — The Six Statutory Checks

Before naming someone as a director, check each of the following:

1. Age and Personal Qualification

Under section 157, a natural-person director must be at least 16 years old at the time of appointment. There is no upper age limit (the previous 70-year limit was removed in 2008).

2. Disqualification

Under the Company Directors Disqualification Act 1986, a person subject to a disqualification order or undertaking cannot be appointed without the leave of the court. Companies House publishes the public register of disqualified directors at https://find-and-update.company-information.service.gov.uk/register-of-disqualifications/.

Acting as a director while disqualified is a criminal offence under section 13 of the 1986 Act, with personal liability for the company’s debts incurred during the disqualified period.

3. Bankruptcy

An undischarged bankrupt cannot act as a director without the leave of the court (Insolvency Act 1986, section 11). Discharged bankruptcies are not a bar.

4. Right to Live in the UK (Practical, not Statutory)

The Companies Act has no nationality or residency requirement. A director can be resident anywhere in the world. However, if the director is also taking up paid employment with the company in the UK, immigration status (right to work) becomes relevant — see https://www.gov.uk/check-job-applicant-right-to-work.

5. Identity Verification (ECCTA 2023)

Under the Economic Crime and Corporate Transparency Act 2023, all directors must complete identity verification through GOV.UK One Login or via an Authorised Corporate Service Provider (ACSP). The phased rollout completes through 2026. Guidance: https://www.gov.uk/guidance/identity-verification-at-companies-house.

6. Director’s Consent in Writing

Under section 12(3), the application for appointment must include a statement that the proposed director has consented to act. Practically this means the company must hold a signed consent letter or board minute confirming the consent before filing.

Information Needed for Form AP01

Form AP01 is the appointment form for an individual director. It captures:

For a corporate director, form AP02 is used. Note that under section 156A (Small Business, Enterprise and Employment Act 2015 reforms), appointments of corporate directors are heavily restricted — the corporate director must itself be a corporate entity meeting transparency criteria, and at least one natural-person director must always be in office.

The Three Filing Routes

Route 1 — At Incorporation (No Separate AP01)

If the director is being named when the company is incorporated, no AP01 is needed. The directors are listed in the IN01 application (under section 12) and consent is captured as part of the application.

Route 2 — Web Filing (Recommended for Existing Companies)

For an appointment after incorporation:

1. Sign in to https://www.gov.uk/file-your-company-information
2. Select “Officers” → “Appoint an officer”
3. Enter the director’s details
4. Confirm consent on behalf of the appointee
5. Submit (no fee for AP01)

Companies House typically confirms the appointment within hours during working time.

Route 3 — Paper AP01

The paper form is available at https://www.gov.uk/government/publications/appoint-a-director-ap01. It must be signed by an existing officer and posted to:

• Companies House, Crown Way, Cardiff, CF14 3UZ (England and Wales)
• Companies House, 4th Floor, Edinburgh Quay 2, 139 Fountainbridge, Edinburgh, EH3 9FF (Scotland)
• Companies House, Second Floor, The Linenhall, 32–38 Linenhall Street, Belfast, BT2 8BG (Northern Ireland)

Paper filings take 5–10 working days. Web filing is faster, free, and avoids data-entry errors.

The 14-Day Filing Rule

Under Companies Act 2006, section 167, the company must notify Companies House of any new appointment within 14 days of the appointment date. Late filing is an offence under section 167(4), punishable on summary conviction by a fine.

The 14 days runs from the appointment date, not the date of any board resolution. If the board resolves on Monday to appoint someone with effect from Friday, the 14 days starts on Friday.

Internal Steps After Filing

The company’s own statutory registers must also be updated:

Register of Directors (section 162)

Add the new director’s particulars (matching what was filed at Companies House). The company must keep this register at the registered office or at a single alternative inspection location notified to the registrar (SAIL).

Register of Directors’ Residential Addresses (section 165)

A separate register holding the director’s usual residential address. This is not publicly displayed at Companies House (except in narrow circumstances) and is not open to public inspection at the company.

Board Minute Recording the Appointment

The board (or members in general meeting, depending on the articles) takes the formal decision. Model Article 17 of the Model Articles for private companies provides for appointment by ordinary resolution of members or by decision of the directors. The minute should record the proposing director, the second, the resolution, the consent, and the effective date.

Inform Banks, Suppliers, and Other Stakeholders

The new director may need to be added as a signatory to bank accounts, included in the company’s authorisation register for insurance purposes, and added to any HMRC PAYE record if becoming a director-employee.

Common Mistakes — Gyoseishoshi View

1. Filing the AP01 before consent is properly documented. Best practice is a signed consent letter dated before the AP01 is filed.

2. Missing the 14-day deadline. Calendar from the effective date of appointment, not the board meeting date.

3. Recording the wrong “appointment date”. This is the date the appointment takes effect, which may be the date of the board resolution, a future effective date, or a backdated date (not recommended; backdating creates regulatory issues).

4. Forgetting the residential address requirement. The residential address is collected but kept private. Some companies skip it because it is not displayed; this is a breach of section 165.

5. Skipping identity verification. Under ECCTA 2023, every new appointment must be verified. Without verification, the appointment may be queried or rejected by Companies House.

6. Appointing a corporate director without a natural-person director also in office. Section 155 requires at least one natural-person director at all times. A company cannot rely solely on corporate directors.

7. Confusing service address with residential address. Service address is public and is the official correspondence address; residential address is private. They may be the same, but most directors choose a different service address (e.g. the registered office, an accountant’s office, or a registered office service provider).

When to Use Form TM01 (Termination)

When a director resigns, retires, or is removed, the company files form TM01 within 14 days of the cessation date. The principles are the same: 14-day rule (section 167), update of the register of directors, and a board minute (or members’ resolution under section 168 for removal).

Conclusion

Appointing a director is straightforward but procedurally exact. Verify the candidate against the six statutory checks, capture consent in writing, file AP01 within 14 days, and update the company’s own statutory registers immediately. Identity verification under ECCTA 2023 is now a baseline requirement; build it into the appointment process.

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Disclaimer

This article provides legal information, not legal advice. MmowW Scrib🐮 is a document preparation service operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not solicitors, barristers, or attorneys.

Sources

1. Companies Act 2006 (sections 154–167): https://www.legislation.gov.uk/ukpga/2006/46/contents
2. Appoint a director (form AP01): https://www.gov.uk/government/publications/appoint-a-director-ap01
3. Identity verification at Companies House: https://www.gov.uk/guidance/identity-verification-at-companies-house
4. File your company information: https://www.gov.uk/file-your-company-information