C2C1Part 10A company's directors

Annotations:
Modifications etc. (not altering text)
C2

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))

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.