Executive Director Appointment in the UK (2026) – ECCTA Rules and Companies House Requirements

In 2026, an Executive Director is a director who is also an employee involved in the day-to-day management of the company, such as a CEO, CFO, Managing Director, or Operations Director. While all directors have the same legal duties under the Companies Act 2006, the appointment process for executive directors is now heavily regulated under the Economic Crime and Corporate Transparency Act (ECCTA) and Companies House identity verification rules.

1. Identity Verification (IDV) – The Pre-Appointment Requirement

As of 2026, a person cannot be appointed or act as a director until they complete Companies House Identity Verification (IDV). :

• The individual must verify their identity using the GOV.UK ID Check app or through an Authorised Corporate Service Provider (ACSP).
• After verification, the individual receives a Companies House Personal Code (11 characters).
• This Personal Code is required when submitting Form AP01 for director appointment.
• It is a criminal offence to act as a director before identity verification is completed and the appointment is filed.

This applies to both executive directors and non-executive directors.

2. Executive Director Appointment Process – Step-by-Step

Before appointing a director, confirm that the individual:

• Is at least 16 years old
• Is not disqualified from acting as a director
• Has completed identity verification and obtained a Personal Code

In 2026, the Companies House system automatically checks disqualified directors during the appointment process.

Check the company’s articles of association:

• Under Model Articles, directors can usually appoint another director by board resolution.
• Some companies require a shareholder ordinary resolution.

Step 3 – Director’s Service Agreement (Employment Contract)

Because an Executive Director is also an employee, the company must issue a Director’s Service Agreement. :

If the service contract is for a fixed term longer than 2 years, it must be approved by shareholders under Section 188 of the Companies Act 2006.

Step 4 – File Form AP01 (Director Appointment)

The company must file Form AP01 with Companies House.

The form must include:

• Director’s full name
• Date of birth
• Nationality
• Occupation
• Service address (public)
• Residential address (private)
• Companies House Personal Code
• Confirmation of identity verification
• Confirmation the director consents to act

Step 5 – Companies House Central Register Update

Since November 2025, Companies House operates as the central register of directors, and private companies are no longer required to maintain internal registers of directors.

Once the AP01 is approved, the director is officially appointed on the public register.

Step 6 – Update Banks and Business Platforms

For an Executive Director, this step is essential. The new director may need to be added as:

• Bank account signatory
• HMRC authorised contact
• VAT contact
• Payroll contact
• Platform legal representative (Amazon, Stripe, PayPal, TikTok Shop, etc.)

3. Executive Director vs Non-Executive Director (UK)

All directors, whether executive or non-executive, have the same legal duties under the Companies Act 2006.

4. Important 2026 Warning – The “Acting Before Appointment” Trap

Many companies believe a director is appointed once the board resolution is signed. Under the 2026 ECCTA rules, this is not enough.

A director must not:

• Sign contracts
• Hire or dismiss employees
• Open bank accounts
• Act as a company director

Until:

1. Identity verification is completed
2. Form AP01 is filed
3. The appointment is accepted by Companies House

Acting as a director before this process is complete can result in:

• Criminal penalties
• Unlimited fines
• Contracts being challenged
• Director disqualification risk

Summary – Executive Director Appointment UK (2026)

To appoint an Executive Director in the UK in 2026, the company must complete identity verification, obtain a Companies House Personal Code, approve the appointment by board or shareholder resolution, issue a Director’s Service Agreement, and file Form AP01 with Companies House. The director must not act until the appointment is officially registered.

Non-Executive Director Appointment in the UK (2026 Guide)

Appointing a Non-Executive Director (NED) in a UK private limited company is a formal legal process governed by the Companies Act 2006 and the Economic Crime and Corporate Transparency Act (ECCTA). While a Non-Executive Director is not involved in the day-to-day management of the company, they still hold the same legal duties and responsibilities as any other company director.

In 2026, the appointment process includes mandatory identity verification, Companies House filing requirements, and formal appointment documentation.

What Is a Non-Executive Director?

A Non-Executive Director (NED) is a member of the board who provides independent oversight, strategic advice, and corporate governance supervision, but is not an employee and is not involved in daily operations.

Non-Executive Directors are commonly appointed to:

• Provide independent oversight
• Improve corporate governance
• Represent investors or shareholders
• Provide industry expertise
• Sit on advisory boards
• Chair board meetings or committees

Even though they are not involved in daily management, Non-Executive Directors have the same legal duties under the Companies Act 2006 as executive directors.

Non-Executive Director Appointment Process (2026)

Step 1 – Identity Verification (Mandatory)

Before a Non-Executive Director can be appointed, they must complete Companies House Identity Verification (IDV).

This is done via:

• GOV.UK ID Check app, or
• An Authorised Corporate Service Provider (ACSP)

After verification, the individual receives a Companies House Personal Code, which is required for the appointment filing.

Important: It is a criminal offence to act as a director before identity verification is completed.

Step 2 – Board or Shareholder Approval

The company must approve the appointment according to its articles of association:

• Model Articles – Directors can usually appoint a new director by board resolution.
• Bespoke Articles – May require shareholder approval (ordinary resolution).

The decision must be recorded in board minutes or a written resolution.

Step 3 – Letter of Appointment (Not Employment Contract)

A Non-Executive Director is not an employee, so they do not receive a service agreement. Instead, they receive a Letter of Appointment, which sets out:

• Role and responsibilities
• Time commitment
• Director fees
• Term of appointment
• Duties and confidentiality
• Conflict of interest rules

Step 4 – File Form AP01 at Companies House

The company must file Form AP01 to appoint the Non-Executive Director.

The filing must include:

• Full name
• Date of birth
• Nationality
• Occupation
• Service address (public)
• Residential address (private)
• Companies House Personal Code
• Consent to act as director
• Confirmation of identity verification

The appointment must be filed within 14 days.

Step 5 – Companies House Central Register Update

Since November 2025, Companies House maintains the central register of directors, and companies no longer need to maintain internal registers of directors.

Once AP01 is approved, the Non-Executive Director is officially appointed.

Non-Executive vs Executive Director – Key Differences

Legal Duties of a Non-Executive Director

A Non-Executive Director must comply with the same seven legal duties under the Companies Act 2006 (Sections 171–177), including:

• Act within powers
• Promote the success of the company
• Exercise independent judgment
• Exercise reasonable care, skill, and diligence
• Avoid conflicts of interest
• Not accept benefits from third parties
• Declare interests in transactions

Even though they are “non-executive”, they can still be personally liable if these duties are breached.

Important 2026 Warning – Acting Before Appointment Is Approved

In 2026, under ECCTA rules, a Non-Executive Director must not act as a director until:

1. Identity verification is completed
2. Form AP01 is submitted
3. Companies House accepts the appointment

This means a Non-Executive Director must not:

• Vote at board meetings
• Sign board resolutions
• Act as a director in contracts
• Represent themselves as a director

Until the appointment is officially registered.

Summary – Non-Executive Director Appointment UK (2026)

To appoint a Non-Executive Director in the UK, the company must complete identity verification, approve the appointment by board or shareholder resolution, issue a Letter of Appointment, and file Form AP01 with Companies House within 14 days. The director must not act until the appointment is officially registered.

Executive vs Non-Executive Director Appointment UK (2026 Guide)

Understanding the difference between an Executive Director and a Non-Executive Director is important when appointing directors in a UK private limited company. While both roles have the same legal duties under the Companies Act 2006, the appointment process, employment status, and responsibilities are different, especially under the 2026 Companies House identity verification (IDV) rules introduced by the Economic Crime and Corporate Transparency Act (ECCTA).

What Is an Executive Director?

An Executive Director is a director who is also an employee of the company and is involved in the day-to-day management of the business. Common executive roles include:

• Managing Director
• Chief Executive Officer (CEO)
• Finance Director (CFO)
• Operations Director

Executive directors are usually paid a salary through PAYE and must have a Director’s Service Agreement (employment contract).

What Is a Non-Executive Director?

A Non-Executive Director (NED) is not involved in daily operations. Their role is to provide independent oversight, strategic advice, and corporate governance supervision.

Non-Executive Directors are usually:

• Independent board members
• Investor representatives
• Advisors or industry experts
• Board chairpersons

They are typically paid a director’s fee, not a salary, and receive a Letter of Appointment, not an employment contract.

Executive vs Non-Executive Director – Key Differences

Both types of directors have the same legal responsibilities and duties under the Companies Act 2006 (Sections 171–177).

Appointment Process (2026) – Executive vs Non-Executive Director

The appointment process is now regulated by Companies House identity verification rules.

1. Complete Identity Verification (IDV)
   The director must verify their identity and obtain a Companies House Personal Code.
2. Check Articles of Association
   Directors may be appointed by:
   • Board resolution (Model Articles), or
   • Shareholder resolution (some companies)
3. Prepare Appointment Documents
   • Executive Director → Service Agreement
   • Non-Executive Director → Letter of Appointment
4. File Form AP01
   Submit the appointment to Companies House within 14 days.
5. Appointment Becomes Official
   The director can only act once the appointment is accepted and registered at Companies House.

Important 2026 Legal Warning – Acting Before Registration

Under the 2026 ECCTA rules, a director must not act as a director until:

• Identity verification is completed
• Form AP01 is filed
• Companies House registers the appointment

This means the new director must not:

• Sign contracts
• Act for the company
• Make executive decisions
• Represent themselves as a director

Doing so may result in criminal penalties and fines.

When to Appoint an Executive vs Non-Executive Director

Many UK companies use a combination of executive and non-executive directors to balance management and oversight.

Summary

• Executive Directors manage the business and are employees.
• Non-Executive Directors provide oversight and are not employees.
• Both must complete identity verification before appointment.
• Both are appointed using Form AP01.
• Both have the same legal duties under the Companies Act 2006.
• Directors must not act until Companies House approves the appointment.

Director Service Address vs Residential Address – What You Must File at Companies House (2026)

When appointing a company director in the UK, you must provide both a service address and a residential address to Companies House. These two addresses serve different legal purposes, and understanding the difference is important for privacy, compliance, and Companies House filings, especially under the 2026 ECCTA identity verification rules.

Many directors — particularly non-resident directors and overseas business owners — choose to use a service address to keep their home address private.

What Is a Director’s Service Address?

A service address is the official correspondence address for a director. This is the address where Companies House, HMRC, and official government bodies send correspondence.

• The service address appears on the public Companies House register
• It does not have to be the director’s home address
• It can be:
  • Registered office address
  • Business address
  • Accountant’s address
  • Corporate service provider address

This is why many directors use a registered office or service address service to protect their privacy.

What Is a Director’s Residential Address?

A residential address is the director’s home address. This address is required by Companies House for identity and verification purposes.

• The residential address is not shown on the public register
• It is only visible to:
  • Companies House
  • HMRC
  • Credit reference agencies
  • Law enforcement (if required)
• This address is used for identity verification and legal records

Under the Economic Crime and Corporate Transparency Act (ECCTA), this address is linked to the director’s identity verification (IDV).

Service Address vs Residential Address – Key Differences

What Address Must Be Filed When Appointing a Director?

When filing Form AP01 (Director Appointment), you must provide:

• Full name
• Date of birth
• Nationality
• Occupation
• Service address (public)
• Residential address (private)
• Identity verification confirmation
• Companies House Personal Code

If the residential address is missing or incorrect, Companies House will reject the appointment.

Can You Use the Same Address for Both?

Yes, but it is not recommended if you want to protect your privacy. If you use the same address for both:

• Your home address will appear on the public Companies House register
• Your address becomes visible online

Most directors choose to use a separate service address to keep their residential address private.

Changing a Director’s Address

If a director changes their address, the company must notify Companies House using Form CH01 (Change of Director Details) within 14 days.

You must file CH01 if you change:

• Service address
• Residential address
• Director name
• Nationality
• Occupation

Failure to update Companies House can result in penalties and incorrect public records.

Privacy and Compliance in 2026

Under the 2026 Companies House and ECCTA rules, director identity verification is linked to:

• Residential address
• Date of birth
• Personal identity documents

This means the residential address must be accurate and match identity verification records, while the service address is used for public correspondence.

For non-resident directors, using a UK service address is common and helps ensure Companies House and HMRC correspondence is received and managed properly.

Summary

• Directors must provide both a service address and a residential address
• The service address is public
• The residential address is private
• Both addresses must be filed with Companies House
• Address changes must be reported using Form CH01 within 14 days
• Using a service address helps protect your home address privacy

Companies House Personal Code – Identity Verification Guide for Directors (2026)

From 2026, all company directors, People with Significant Control (PSCs), and company secretaries must complete identity verification with Companies House under the Economic Crime and Corporate Transparency Act (ECCTA). Once identity verification is completed, the individual receives a Companies House Personal Code, which is required for director appointments, PSC registrations, and company filings.

This guide explains what the Companies House Personal Code is, how to get it, and why it is important for UK company compliance.

What Is a Companies House Personal Code?

A Companies House Personal Code is a unique 11-character code issued to an individual after they complete identity verification (IDV). The code is used to confirm that the person is a verified individual and is authorised to act as:

• Company director
• Person with Significant Control (PSC)
• Company secretary
• Authorised filer

The Personal Code links the individual’s identity to Companies House records and helps prevent fraudulent company appointments.

Who Needs a Companies House Personal Code?

You need a Companies House Personal Code if you are:

• A company director
• A Non-Executive Director
• An Executive Director
• A Person with Significant Control (PSC)
• A company secretary
• A person filing on behalf of a company via an ACSP

Without identity verification and a Personal Code, you cannot be appointed and cannot act in these roles.

How to Get a Companies House Personal Code

Step-by-Step Identity Verification Process

You will need one of the following:

• Passport
• UK driving licence
• Biometric residence permit
• National identity card

You can verify your identity using:

• GOV.UK ID Check app, or
• Through an Authorised Corporate Service Provider (ACSP)

Once your identity is verified, Companies House issues your Personal Code. This code is permanent and used for all future Companies House filings.

When Is the Personal Code Required?

The Companies House Personal Code must be provided when:

If the Personal Code is missing or incorrect, Companies House will reject the filing.

Important 2026 Legal Warning

Under the ECCTA rules, it is a criminal offence to:

• Act as a director without identity verification
• Be listed as a PSC without identity verification
• Submit filings using false identity information

Penalties may include:

• Fines
• Director disqualification
• Criminal prosecution

Personal Code vs Authentication Code

Many people confuse the Companies House Personal Code with the Companies House Authentication Code.

Both codes are important but serve different purposes.

Summary

The Companies House Personal Code is now a mandatory part of UK company compliance. All directors and PSCs must complete identity verification and obtain a Personal Code before they can be appointed or act in their role. The Personal Code must be included when filing AP01, PSC01, and other Companies House forms, and failure to comply can result in penalties or criminal liability.

Non-Executive Director Appointment in the UK (2026) – ECCTA, Tax and Compliance Guide

In 2026, appointing a Non-Executive Director (NED) is a strategic decision for UK private companies seeking independent oversight, specialist expertise, investment readiness, and stronger corporate governance. While the legal appointment process for a Non-Executive Director is similar to that of an Executive Director, the contractual structure, tax treatment, and role responsibilities are significantly different.

Under the Economic Crime and Corporate Transparency Act (ECCTA), all director appointments must follow the “Verification-First” rule, meaning identity verification must be completed before the appointment can be filed or the director can legally act.

1. The Pre-Appointment Rule – Identity Verification (IDV)

As of 2026, a Non-Executive Director cannot be appointed until they complete Companies House identity verification.

The Personal Code

The individual must obtain an 11-character Companies House Personal Code using:

• The GOV.UK ID Check app, or
• An Authorised Corporate Service Provider (ACSP)

The Filing Requirement

You cannot submit Form AP01 without the Personal Code. If the individual acts as a director before identity verification is completed, this may result in criminal penalties for both the individual and the company.

This is known as the Verification-First rule.

2. Non-Executive Director Appointment Workflow (2026)

Step 1 – Pass a Board or Shareholder Resolution

Check the company’s Articles of Association:

• Model Articles – The board can usually appoint a Non-Executive Director by board resolution.
• Some companies require a shareholder ordinary resolution.

The appointment must be recorded in board minutes.

Step 2 – Issue a Letter of Appointment

A Non-Executive Director is not an employee, so they receive a Letter of Appointment, not an employment contract.

The Letter of Appointment should include:

• Time commitment (e.g., 1–2 days per month)
• Term of office (often 3 years, renewable)
• Director fee
• Duties and responsibilities
• Confidentiality obligations
• Conflict of interest provisions
• Independent oversight role

Step 3 – File Form AP01

The company must notify Companies House using Form AP01 within 14 days of the appointment.

• The public register will show the title simply as “Director” (there is no official “Non-Executive Director” title at Companies House).
• Most Non-Executive Directors use the Registered Office Address as their Service Address to protect their home address privacy.

Step 4 – Companies House Central Register

Since November 2025, Companies House acts as the central register of directors, and private companies are no longer required to maintain internal registers of directors.

Once the AP01 filing is accepted, the appointment is legally recorded.

Step 5 – Tax and IR35 Considerations (Important in 2026)

HMRC treats Non-Executive Director fees differently from consultancy work.

• Fees paid to a Non-Executive Director for their role as a director are usually subject to:
  • PAYE
  • Class 1 National Insurance

Paying a Non-Executive Director through their personal limited company without an IR35 assessment. HMRC often considers the “Office of Director” to be an office holder role, which is usually taxed via PAYE, not invoices.

Step 6 – Insurance and Platform Updates

After appointment:

• Update Directors & Officers (D&O) Insurance to include the new Non-Executive Director.
• You usually do not need to add a NED as a bank signatory or platform legal representative unless they are actively involved in operations.

3. Executive Director vs Non-Executive Director (2026)

4. Why Companies Appoint Non-Executive Directors in 2026

Many UK companies appoint Non-Executive Directors for strategic reasons:

Investment Readiness – Venture capital and angel investors often require a Non-Executive Director on the board.

Skill Gaps – Companies appoint NEDs with expertise in:

• AI and technology
• Finance
• Legal and compliance
• E-commerce
• International expansion

Bank Lending – Banks are more likely to approve business loans if the company has an experienced and independent board member.

Corporate Governance – A Non-Executive Director improves board oversight and governance, reducing risk.

Summary – Non-Executive Director Appointment UK (2026)

To appoint a Non-Executive Director in the UK, the company must complete identity verification, obtain a Companies House Personal Code, approve the appointment by board or shareholder resolution, issue a Letter of Appointment, file Form AP01 within 14 days, and ensure correct PAYE tax treatment for director fees.

Non-Executive Directors have the same legal duties and liabilities as Executive Directors under the Companies Act 2006, even though they are not involved in daily management.

Legally Appoint an Executive or Non-Executive Director – Private Company Limited by Shares

Appointing an Executive Director or Non-Executive Director is an important step in strengthening corporate governance, improving strategic decision-making, and ensuring compliance for a private company limited by shares. Whether you are expanding your management team, bringing in external expertise, or restructuring your company leadership, the appointment must be properly filed and recorded with Companies House.

Coddan provides professional support to help companies appoint executive and non-executive directors quickly, compliantly, and in accordance with UK company law and ECCTA identity verification requirements.

Executive vs Non-Executive Directors – What’s the Difference?

Executive Director
An executive director is involved in the day-to-day management of the company and operational decision-making.

Non-Executive Director
A non-executive director is not involved in daily operations but provides independent oversight, strategic guidance, and governance support.

Both roles carry the same legal responsibilities under the Companies Act.

If these appointments are part of a wider leadership restructure or ownership change, it is important to understand the broader framework of
Change of Control and Corporate Restructuring, where director appointments often occur alongside ownership and governance changes.

When Should You Appoint an Executive or Non-Executive Director?

Companies typically appoint additional directors when:

• Expanding the business
• Bringing in investors or partners
• Improving corporate governance
• Preparing for investment or sale
• Entering the UK market
• Replacing an existing director
• Strengthening leadership and compliance

If you need a UK-based director for operational or compliance purposes:
Assign a Local Director for the UK for the Businesses of eBay, Amazon, TikTok, and Etsy

If you are appointing a UK resident director through a regulated provider:
How to Appoint a UK Resident Director Effectively via ACSP Provider

To understand the advantages for overseas business owners:
How UK Resident Director Services Benefit Non-Residents

Legal Requirements for Director Appointment

To appoint a new director, the company must:

1. Obtain the director’s consent to act
2. Complete identity verification:
   ECCTA 2026 ID Verification Service
3. File the appointment with Companies House:
   Why Choose Coddan for Electronically Filing Form AP01?
4. Update company statutory registers

If appointing a corporate entity as a director instead of an individual:
Steps to Appoint a Corporate Director in the UK Using Form AP02

If replacing an existing director:
How to Simplify Director Removal (Form TM01) for Your Business

You can also read a full guide here:
Step-by-Step Guide: How to Appoint a Dedicated Director in the UK
Step-by-Step Guide to Becoming Appointed as a Company Director

To understand director responsibilities and governance:
How to Strengthen Leadership Through Director Duties

Director Appointments and Company Ownership Changes

Director appointments often occur alongside ownership restructuring or investment. This may involve additional filings such as:

• Form SH01 Explained: Allotment of Shares Made Easy – if new shares are issued to investors
• Form SH02 – Change of Share Capital Expert Filing Service – if share capital is restructured
• Form J30 the Stock Transfer: Fast and Simple Submission J30 Form – if fully paid shares are transferred
• Form J10 the Stock Transfer: Quick and Easy Submission J10 Form – if partly paid shares are transferred
• e-Filing the Form SH03 (Return of Purchase of Own Shares) – if the company buys back shares

These filings are commonly part of corporate restructuring and governance changes.

Why Choose Coddan for Director Appointment Services?

• ✔ Executive and Non-Executive Director Appointments
  We handle the full appointment process.
• ✔ ECCTA Identity Verification
  We ensure directors meet identity verification requirements.
• ✔ Companies House Filing
  We submit AP01, AP02, and TM01 forms.
• ✔ Corporate Governance Support
  We help companies strengthen leadership and compliance.
• ✔ Support for UK and Non-Resident Business Owners
  We specialise in helping overseas entrepreneurs manage UK companies.

Appoint Your Executive or Non-Executive Director Today

Ensure your director appointment is completed correctly, compliantly, and without delays.

• ✔ Director appointment filing
• ✔ Identity verification
• ✔ Full compliance support

Contact Coddan today to appoint an executive or non-executive director for your company.