C2C1Part 10A company's directors
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
C2Chapter 1Appointment and removal of directors
Appointment
156AF1Each director to be a natural person
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.
Pts. 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))