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Part 10U.K.A company's directors

Modifications etc. (not altering text)

C1Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Chapter 1U.K.Appointment and removal of directors

AppointmentU.K.

[F1156AEach director to be a natural personU.K.

(1)A person may not be appointed a director of a company unless the person is a natural person.

(2)Subsection (1) does not prohibit the holding of the office of director by a natural person as a corporation sole or otherwise by virtue of an office.

(3)An appointment made in contravention of this section is void.

(4)Nothing in this section affects any liability of a person under any provision of the Companies Acts or any other enactment if the person—

(a)purports to act as director, or

(b)acts as shadow director,

although the person could not, by virtue of this section, be validly appointed as a director.

(5)This section has effect subject to section 156B (power to provide for exceptions from requirement that each director be a natural person).

(6)If a purported appointment is made in contravention of this section, an offence is committed by—

(a)the company purporting to make the appointment,

(b)where the purported appointment is of a body corporate or a firm that is a legal person under the law by which it is governed, that body corporate or firm, and

(c)every officer of a person falling within paragraph (a) or (b) who is in default.

For this purpose a shadow director is treated as an officer of a company.

(7)A person guilty of an offence under this section is liable on summary conviction—

(a)in England and Wales, to a fine;

(b)in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale.]

Textual Amendments

[F1156BPower to provide for exceptions from requirement that each director be a natural personU.K.

(1)The Secretary of State may make provision by regulations for cases in which a person who is not a natural person may be appointed a director of a company.

(2)The regulations must specify the circumstances in which, and any conditions subject to which, the appointment may be made.

(3)Provision made by virtue of subsection (2) may in particular include provision that an appointment may be made only with the approval of a regulatory body specified in the regulations.

(4)The regulations must include provision that a company must have at least one director who is a natural person (and for this purpose the requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office).

(5)[F2Regulations under this section may amend section 164 so as to require particulars relating to exceptions to be contained in a company's register of directors.]

(6)The regulations may make different provision for different parts of the United Kingdom.

This is without prejudice to the general power to make different provision for different cases.

(7)Regulations under this section are subject to affirmative resolution procedure.]

Textual Amendments

[F1156CExisting director who is not a natural personU.K.

(1)In this section “the relevant day” is the day after the end of the period of 12 months beginning with the day on which section 156A comes into force.

(2)Where—

(a)a person appointed a director of a company before section 156A comes into force is not a natural person, and

(b)the case is not one excepted from that section by regulations under section 156B,

that person ceases to [F3hold office by virtue of that appointment] on the relevant day.

[F4(2A)Nothing in this section affects any liability of a person under any provision of the Companies Acts or any other enactment, if, having ceased to hold office by virtue of subsection (2), the person—

(a)purports to act as director, or

(b)acts as shadow director.]

[F5(3)The company must—

(a)make the necessary consequential alteration in its register of directors, and

(b)give notice to the registrar of the change in accordance with section 167.

(4)If an election is in force under section 167A in respect of the company, the company must, in place of doing the things required by subsection (3), deliver to the registrar in accordance with section 167D the information of which the company would otherwise have been obliged to give notice under subsection (3).

(5)If it appears to the registrar that—

(a)a notice should have, but has not, been given in accordance with subsection (3)(b), or

(b)information should have, but has not, been delivered in accordance with subsection (4),

the registrar must place a note in the register recording the fact.]

[F5(3)If it appears to the registrar that, as a result of subsection (2), a company should have given notice under section 167G of a person having ceased to be a director but has failed to do so, the registrar must include a note in the register recording that fact.]]

Textual Amendments

F5S. 156C(3) substituted for s. 156C(3)-(5) (4.3.2024 for specified purposes) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 27; S.I. 2024/269, reg. 2(z10)

157Minimum age for appointment as directorU.K.

(1)A person may not be appointed a director of a company unless he has attained the age of 16 years.

(2)This does not affect the validity of an appointment that is not to take effect until the person appointed attains that age.

(3)Where the office of director of a company is held by a corporation sole, or otherwise by virtue of another office, the appointment to that other office of a person who has not attained the age of 16 years is not effective also to make him a director of the company until he attains the age of 16 years.

(4)An appointment made in contravention of this section is void.

(5)Nothing in this section affects any liability of a person under any provision of the Companies Acts if he—

(a)purports to act as director, or

(b)acts as a shadow director,

although he could not, by virtue of this section, be validly appointed as a director.

(6)This section has effect subject to section 158 (power to provide for exceptions from minimum age requirement).

158Power to provide for exceptions from minimum age requirementU.K.

(1)The Secretary of State may make provision by regulations for cases in which a person who has not attained the age of 16 years may be appointed a director of a company.

(2)The regulations must specify the circumstances in which, and any conditions subject to which, the appointment may be made.

(3)If the specified circumstances cease to obtain, or any specified conditions cease to be met, a person who was appointed by virtue of the regulations and who has not since attained the age of 16 years ceases to hold office [F6by virtue of that appointment].

[F7(3A)Nothing in subsection (3) affects any liability of a person under any provision of the Companies Acts or any other enactment, if, having ceased to hold office by virtue of that subsection, the person—

(a)purports to act as director, or

(b)acts as shadow director.]

(4)The regulations may make different provision for different parts of the United Kingdom.

This is without prejudice to the general power to make different provision for different cases.

(5)Regulations under this section are subject to negative resolution procedure.

Textual Amendments

F6Words in s. 158(3) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 41(3)(a), 219(1)(2)(b); S.I. 2024/269, reg. 2(z5)

F7S. 158(3A) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 41(3)(b), 219(1)(2)(b); S.I. 2024/269, reg. 2(z5)

Commencement Information

I1S. 158 wholly in force at 1.10.2008; s. 158 not in force at Royal Assent, see s. 1300; s. 158 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5) ; s. 158 in force at 1.10.2008 by S.I. 2007/3495, art. 5(1)(c) (with savings in arts. 7, 12)

F8159.Existing under-age directorsU.K.

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Textual Amendments

F8S. 159 omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 41(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(z5)

[F9159ADisqualified person not to be appointed as directorU.K.

(1)A person may not be appointed a director of a company if the person is disqualified under the directors disqualification legislation (see subsection (2)).

(2)In the table—

(a)Part 1 defines “disqualified under the directors disqualification legislation” for the purposes of provisions of this Act so far as relating to—

(i)a company registered in England and Wales or Scotland, or

(ii)the delivery of a document to the registrar of companies for England and Wales or Scotland or a statement contained in such a document;

(b)Part 2 defines “disqualified under the directors disqualification legislation” for the purposes of provisions of this Act so far as relating to—

(i)a company registered in Northern Ireland, or

(ii)the delivery of a document to the registrar of companies for Northern Ireland or a statement contained in such a document.

For those purposes a person (P) is disqualified under the directors disqualification legislation if:Except in the application of the provision in relation to P acting in a capacity, or doing anything, for which P has the permission of a court or the authority of a licence, or in respect of which an exception applies, by virtue of:
Part 1: England and Wales and Scotland
P is subject to a disqualification order or undertaking under the Company Directors Disqualification Act 1986.Section 1(1), 1A(1) or 9B(4) of the 1986 Act.
Any of the circumstances mentioned in section 11 of the Company Directors Disqualification Act 1986 (bankruptcy etc) apply to P.Section 11 of the 1986 Act.
P is subject to director disqualification sanctions within the meaning of section 11A of the Company Directors Disqualification Act 1986.Section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018 (exceptions and licences).
Section 12 of the Company Directors Disqualification Act 1986 (disabilities on revocation of administration order against an individual) applies to P.Section 12 of the 1986 Act.
P is subject to a disqualification order or undertaking mentioned in section 12A or 12B of the Company Directors Disqualification Act 1986 (recognition of Northern Ireland disqualification orders and undertakings).Section 12A or 12B of the 1986 Act.
P is disqualified as mentioned in section 1184(2)(a) or (b) or is subject to a disqualification undertaking under section 1184(3).Section 1184(5).
Part 2: Northern Ireland
P is subject to a disqualification order or undertaking under the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I.2002/3150 (N.I. 4)).Article 3(1), 4(1) or 13B(4) of the 2002 Order.
Any of the circumstances mentioned in Article 15 of the Company Directors Disqualification (Northern Ireland) Order 2002 (bankruptcy etc) apply to P.Article 15 of the 2002 Order.
P is subject to director disqualification sanctions within the meaning of Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002.Section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018 (exceptions and licences).
Article 16 of the Company Directors Disqualification (Northern Ireland) Order 2002 (disabilities on revocation of administration order against an individual) applies to P.Article 16 of the 2002 Order.
P is subject to a disqualification order or undertaking mentioned in Article 17 of the Company Directors Disqualification (Northern Ireland) Order 2002 (recognition of GB disqualification orders and undertakings).Article 17 of the 2002 Order.
P is disqualified as mentioned in section 1184(2)(a) or (b) or is subject to a disqualification undertaking under section 1184(3).Section 1184(5).

(3)An appointment made in contravention of this section is void.

(4)Nothing in this section affects any liability of a person under any provision of the Companies Acts or any other enactment if the person—

(a)purports to act as director, or

(b)acts as shadow director,

although the person could not, by virtue of this section, be validly appointed as a director.]

Textual Amendments

F9S. 159A inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 40(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z4)

Modifications etc. (not altering text)

160Appointment of directors of public company to be voted on individuallyU.K.

(1)At a general meeting of a public company a motion for the appointment of two or more persons as directors of the company by a single resolution must not be made unless a resolution that it should be so made has first been agreed to by the meeting without any vote being given against it.

(2)A resolution moved in contravention of this section is void, whether or not its being so moved was objected to at the time.

But where a resolution so moved is passed, no provision for the automatic reappointment of retiring directors in default of another appointment applies.

(3)For the purposes of this section a motion for approving a person's appointment, or for nominating a person for appointment, is treated as a motion for his appointment.

(4)Nothing in this section applies to a resolution amending the company's articles.

161Validity of acts of directorsU.K.

(1)The acts of a person acting as a director are valid notwithstanding that it is afterwards discovered—

(a)that there was a defect in his appointment;

(b)that he was disqualified from holding office;

(c)that he had ceased to hold office;

(d)that he was not entitled to vote on the matter in question.

(2)This applies even if the resolution for his appointment is void under section 160 (appointment of directors of public company to be voted on individually).