The Most Common (and Costly) Mistake We See When Appointing a Non-Resident Director.

At Coddan CPM, the issue we see most often when clients appoint a non-resident director to a UK limited company is not the appointment itself, but what happens afterwards. Many directors come to us having already been “set up” by another provider, only to discover months—or years later—that critical UK tax and compliance obligations were never explained or implemented.

The reality is that appointing a non-resident director is straightforward from a Companies House perspective, but UK tax law treats directors very differently from employees. HMRC views directors as office holders, which brings stricter PAYE, National Insurance, and reporting requirements that apply even when UK duties are minimal. This distinction is frequently missed by formation agents and non-specialist providers.

The most frequently missed issue when appointing a non-resident director (NRD) to a UK limited company is not the Companies House appointment itself, but the ongoing UK tax compliance exposure arising from duties performed in the UK. Many service providers focus narrowly on initial formation and director filings, while overlooking the complex PAYE, National Insurance, and HMRC reporting obligations that apply to non-resident directors as “office holders” under UK tax law.

HMRC applies significantly stricter rules to directors than to employees. Even minimal UK activity—such as attending a single board meeting—can create immediate UK income tax and payroll obligations, requiring specific HMRC registrations, accurate record-keeping, and ongoing compliance well beyond the initial appointment.

The One-Day UK Work Trap We See Repeatedly.

One of the most common scenarios we deal with is where a non-resident director attends a single UK board meeting, often believing this is “incidental” and therefore irrelevant for UK tax. Unfortunately, this assumption is incorrect.

In our experience, even one day of duties performed in the UK—including attending a board meeting—can make part of a director’s remuneration subject to UK income tax and PAYE. Unlike employees, directors do not benefit from an “incidental duties” exemption. We regularly assist clients who only discover this after HMRC enquiries or payroll reviews highlight under-deducted tax.

Section 690 Applications: Almost Always Missed.

Another recurring issue we encounter is the absence of an ITEPA 2003 section 690 direction. Without this approval in place, UK payroll rules require the company to operate PAYE on 100 percent of the director’s global remuneration, even where most duties are performed overseas.

At Coddan CPM, we routinely see clients who were never advised of this requirement. A properly prepared section 690 application allows PAYE to be restricted to the proportion of duties actually carried out in the UK, but it must be applied for proactively and supported by accurate UK workday records. Retrospective corrections are significantly more complex and costly.

PAYE, NICs and Self-Assessment: Ongoing, Not One-Off.

Clients are often surprised to learn that once a non-resident director performs UK duties, the company may need to:

• Register for UK PAYE.
• File Real Time Information (RTI) submissions.
• Assess National Insurance exposure.

Ensure the NRD Director Registers for UK Self-Assessment.

We regularly assist directors who assumed that PAYE deductions removed the need for a tax return, only to discover HMRC still requires annual Self-Assessment filings. These obligations continue year after year and must be actively managed, not dealt with as a one-off exercise.

National Insurance Concessions Are Narrow in Practice.

We also see frequent misunderstandings around NIC exemptions. While HMRC offers a limited concession where a non-resident director attends only board meetings in the UK, this is subject to strict conditions around frequency and duration. In practice, even modest additional UK activity can invalidate the concession.

Where directors are based in treaty countries, A1 certificates or Certificates of Coverage can provide relief, but in our experience these are often not obtained in advance, leaving companies exposed to avoidable NIC liabilities.

Travel and Accommodation: A Hidden Tax Exposure.

Another issue we frequently correct is the tax treatment of flights, hotels, and subsistence. HMRC often treats travel from a director’s home country to the UK as ordinary commuting, meaning reimbursed costs can become taxable benefits.

We regularly advise clients who were unaware that these expenses may need to be reported on a P11D and taxed accordingly. These issues typically surface during HMRC reviews, not at the point of appointment.

Wider Risks Clients Rarely Consider.

Beyond personal tax, we also advise on:

• Statutory Residence Test exposure where UK days are not properly tracked.
• Temporary non-residence dividend risks, particularly ahead of the April 2026 rule changes.
• Corporate tax residence and permanent establishment risks where overseas directors exercise effective control from abroad.

These are not theoretical concerns—we encounter them regularly when clients expand internationally without structured governance advice.

Temporary Non-Residence and Dividend Tax Changes (From April 2026).

For directors who are also shareholders and have previously lived in the UK, the temporary non-residence rules represent a growing risk area. From 6 April 2026, dividend taxation rules have tightened significantly.

Where an individual leaves the UK and returns within five full tax years, dividends received during the non-resident period may be subject to retrospective UK taxation on return. This risk is often overlooked in structuring remuneration for overseas directors and can result in substantial unexpected tax liabilities.

Our Practical Approach at Coddan CPM.

What differentiates Coddan CPM is that we do not treat non-resident director appointments as a filing exercise. We work with clients from the outset to:

• Assess UK tax and NIC exposure before any UK duties are performed.
• Put PAYE, Self-Assessment, and section 690 processes in place early.
• Maintain compliant Companies House records, digital ID verification, and confirmation filings.
• Support accurate HMRC record-keeping in anticipation of future scrutiny.

Most clients come to us after discovering that initial formation support did not extend to ongoing compliance. Our role is to close that gap and ensure directors understand their obligations clearly, before issues arise.

The Bottom Line.

Forming a UK company and appointing a non-resident director is easy. Staying compliant is not. In our experience, the costliest mistakes stem from underestimating HMRC’s treatment of directors and relying on providers who focus solely on Companies House paperwork.

With the right advice in place from day one, these risks are manageable. Without it, they tend to surface later—when the cost of fixing them is far high.

Appointing a Non-Resident Director to a UK Limited Company. Legal, Tax, and Company Secretarial Considerations for Professional Advisers.

Appointing a non-resident director (NRD) to a UK private limited company is legally permissible and increasingly common for internationally owned businesses. However, while the Companies Act 2006 imposes no residency requirement, the appointment of an overseas director frequently triggers complex UK tax, National Insurance (NIC), and governance obligations that are often missed by non-specialist providers.

For accountancy firms, law firms, and company formation agents, NRD appointments represent a high-risk advisory area where errors can result in HMRC penalties, Companies House compliance issues, and professional liability exposure. A structured, multi-disciplinary approach is therefore essential.

Company Law Framework and Director Eligibility.

UK company law permits non-resident individuals to act as directors, provided that at least one director is a natural person. The Economic Crime and Corporate Transparency Act 2023 has tightened director requirements by prohibiting overseas corporate directors, with limited exemptions for UK corporate entities. This has increased scrutiny on director identity, eligibility, and verification processes.

All directors, regardless of residence, owe statutory duties under the Companies Act 2006. These include acting within the company’s Articles of Association, promoting the success of the company, exercising reasonable care and skill, and avoiding conflicts of interest. Advisers should ensure that incoming NRDs fully understand these obligations, particularly where they are unfamiliar with UK corporate governance standards.

Articles of Association and Appointment Mechanics.

The Articles of Association determine how directors may be appointed or removed. Model Articles typically permit appointment by board resolution, enabling faster implementation without shareholder approval. However, bespoke or legacy articles frequently impose additional procedural requirements that override standard assumptions.

For formation agents and company secretarial providers, failure to review the Articles is a common compliance gap. Best practice is to confirm appointment authority at the outset and document the process through compliant board minutes or written resolutions, clearly defining the director’s role and remuneration.

UK Tax Exposure for Non-Resident Directors.

One of the most frequent misconceptions is that non-UK residency automatically eliminates UK tax obligations. In practice, director fees are generally treated as UK-sourced income and may be subject to PAYE, Real Time Information (RTI) reporting, and UK Self-Assessment, even where the director lives overseas.

Accountants advising UK companies with non-resident directors must assess PAYE obligations from the outset and ensure correct registration with HMRC. A single UK workday or receipt of director’s fees can trigger UK tax exposure under the Statutory Residence Test, making early analysis critical.

National Insurance and Social Security Planning.

National Insurance treatment is often overlooked when appointing non-resident directors. Where the director is based in the EEA or a treaty country, an A1 Certificate or Certificate of Coverage may exempt fees from UK NICs. However, this relief is not automatic and must be obtained in advance.

For non-EEA directors, limited HMRC concessions may apply where the director attends only infrequent board meetings and performs no other UK duties. This is a narrow exemption requiring strict adherence to conditions relating to frequency and duration. Advisers should document the director’s UK activities carefully to support any NIC position taken.

Board Meetings, Travel and Expense Risks.

Non-resident directors attending UK board meetings may inadvertently create a permanent workplace under HMRC rules. If the director spends more than 40 percent of their working time in the UK or exceeds the 24-month threshold, travel and subsistence expenses may become taxable.

Professional advisers should recommend robust record-keeping of UK visits and duties to mitigate exposure and support expense treatment. Failure to manage these risks can lead to retrospective tax assessments and penalties.

Registered Office, Service Addresses and Privacy.

Every UK company director must have a service address recorded at Companies House, regardless of residence. Many non-resident directors use a professional registered office or service address to ensure compliance, maintain privacy, and present a credible UK presence.

Formation agents and company secretarial firms are well-placed to provide this service, along with address protection solutions where residential addresses are already on the public register.

ESG, Regulatory and Sector-Specific Risk.

Directors may also be subject to ESG-related obligations under UK law, including health and safety, environmental regulation, anti-bribery legislation, and consumer protection rules. Enforcement activity around greenwashing and misleading marketing claims has increased, with regulators such as the CMA and ASA taking an active role.

For clients operating in regulated sectors—such as financial services, energy, or technology—additional director duties may apply, with potential personal criminal liability where consent or neglect is established.

Why Specialist Advice Matters.

NRD appointments sit at the intersection of company law, tax, NIC, and regulatory compliance. Many standard formation agents focus on Companies House filings alone and lack the technical depth required to manage cross-border tax and governance risk effectively.

Accountancy firms, law firms, and specialist formation agents, such as Coddan CPM, with international expertise are best placed to deliver a compliant, end-to-end solution—covering Articles of Association review, PAYE and NIC planning, treaty relief, Companies House filings, and ongoing compliance support.

Appointing the First Directors.
The first directors of a company are appointed during the formation process. They are chosen by the subscribers—those who sign the memorandum of association to establish the company—and are named on form IN01, which is the registration form submitted to Companies House. These directors automatically assume office on the date of incorporation, and their details are recorded in the public register of companies. Additionally, you must include their information in your company’s Register of Directors and Register of Directors’ Usual Residential Addresses, which should be maintained at your registered office address.

Appointing New Directors After Company Formation.
If you need to replace a director or appoint an additional director after your company has been incorporated, the existing directors (if permitted) or shareholders must complete form AP01 or AP02. This form should be submitted to Companies House within 14 days of the appointment. You can send it by post or file it online using the Companies House WebFiling service or Coddan CPM company formations’ free LegalTech Admin Portal.

Appointing an Individual as a Director.
To appoint an individual as a director, you should complete form AP01. You will need the following information:

1. Company number.
2. Full company name.
3. Date of the director’s appointment.
4. New director’s details:
• Title.
• Full name (forename(s) and surname).
• Former name(s).
• Country/State of residence.
• Nationality.
• Date of birth.
• Townof birth.
• Business occupation (if applicable).
• Service/correspondence address.
• Usual residential address.
5. Confirmation of ‘Consent to Act’ as director.

If you submit the form online, the appointment will be recorded and updated on the public register at Companies House within 24 hours. If you send it by post, processing will take longer.

There is no fee required for the appointment of a new director at Companies House, which makes the process more accessible for businesses. However, it is crucial to understand that Companies House does not provide any professional support or necessary legal documents that must be maintained at the registered office or the SAIL (Single Alternative Inspection Location) address.

When managing the appointment of directors, individuals and businesses should ensure that they comply with all legal requirements, including keeping accurate records and filing relevant documents. This includes maintaining a register of directors and ensuring that any changes are properly documented and communicated to Companies House. Being aware of these responsibilities is essential for effective corporate governance and compliance with the law.

Appointing Another Company as a Director.
You can appoint another company as a director (a corporate director), but you must also have at least one natural person (a human) acting as a director on the board as well, as required by UK law, with recent regulations (Economic Crime Act 2023) adding restrictions, especially for overseas companies. The process involves board approval, potentially shareholder consent, filing forms (like AP02 for corporate directors) with Companies House, and updating company records, ensuring compliance with eligibility rules like age and non-disqualification. The corporate director must be a UK company with legal personality, and cannot be an undischarged bankrupt or disqualified.

After the appointment has been approved by the members or board, you will need to complete form AP02, Appointment of a Corporate Director, including the following information:

1. Company name and number.
2. Date of corporate director’s appointment.
3. New corporate director’s details:
   • Name.
   • Registered address.
   • Confirmation of whether the corporate director is registered within or outside the European Economic Area (EEA).

For EEA companies, please provide:

• Country of registration.
Registration number.


You must also confirm the as director. Given the proposed ban on corporate directors, it is advisable to contact Companies House for guidance or consult with a solicitor before appointing another company to your board of directors.

The Economic Crime and Corporate Transparency Act 2023 emphasizes removing corporate directors unless specific exemptions apply and generally prohibits overseas companies from being directors in the UK.

How Many Directors Can a Company Have?
Every private company limited by shares or limited by guarantee must have at least one director. Generally, there is no upper limit on the number of directors you can appoint, although some companies may include provisions in their articles of association to restrict the number of directors. If a company has only one director, that director must be a natural person; you cannot have a sole director who is a corporation. However, you can appoint a corporate director if at least one human director is already in office. Public limited companies (PLCs) must have at least two directors at all times.

Under section 154 of the Companies Act 2006 (CA), a private company must have at least one director, and at least one of these directors must be a natural person (i.e., an individual human being, not a company). This requirement is satisfied if the position of director is held by a natural person, either as a corporation sole or by virtue of an office.

Articles of Association and Minimum Director Requirements.
Additionally, the company’s articles of association may specify a minimum number of directors. For example, regulation 64 of Table A states that unless otherwise determined by an ordinary resolution, the number of directors (excluding alternate directors) must be no fewer than two. The model articles do not set a specific minimum.

Issues can arise when a company has only one director who is also a shareholder, especially if the other non-director shareholders disagree with how the company is being managed. This situation can lead to disputes, with allegations of unfairly prejudicial conduct by the non-director shareholder. However, a non-director shareholder has limited rights to company information and decision-making power unless there is a shareholders’ agreement that stipulates otherwise. In such cases, non-director shareholders may want to explore their rights, including the possibility of appointing new directors (potentially themselves) to the board to influence or block decisions in their favor and to safeguard their interests as shareholders.

Moreover, in situations where a company has only one director and has adopted the Model Articles, questions may arise regarding the director’s ability to make meaningful decisions until new directors are appointed. This is an area of debate among lawyers and has recently been addressed by the courts.

Who Can and Cannot Be a Director?
A director of a limited company can either be a natural person or an artificial “person” (i.e., another company), known as a “corporate director.” There are no specific qualification requirements to be a director, but you must ensure that the person is competent and able to perform the required duties effectively.

A human director must meet the following criteria:

• Be at least 16 years old.
• Not be an undischarged bankrupt.
• Not be disqualified by the court from acting as a director.
• Not be serving as the auditor of the company.
• Not be subject to any UK government restrictions.
• Satisfy any additional conditions or restrictions stipulated in the company’s articles of association and shareholders’ agreement.



As part of the UK Government’s aim to enhance corporate transparency, a ban on corporate directors was expected to come into force in October 2016, as stated in the Small Business, Enterprise and Employment Act 2015. This ban has been postponed, and it remains unclear when it will take effect. Nonetheless, it is important for companies to monitor developments regarding this issue.

When a company dispute arises, what are the options for appointing a new director?
We have previously discussed the removal of directors through ordinary resolutions. However, a less frequently addressed yet equally important topic in the realm of company disputes is the appointment of directors and the methods available for doing so.

In most cases, director appointments are straightforward and uncontentious. Yet, the process can become complex when there is an underlying dispute between directors and/or shareholders. In such situations, the ability to appoint a new director can serve as an effective tool to resolve any deadlock within the company.

The Role of the Board and Shareholders in Decision-Making.
Generally, both the Model Articles (Article 3) and Regulation 70 of Table A (applicable to some older companies incorporated before the Companies Act 2006 took effect) stipulate that the business of a company is managed by the directors, subject to the provisions of the Companies Act and/or the Articles (if modified).

In other words, a typical company is run by the board, with shareholders playing a limited role. The shareholders possess a “reserve power” (found in the Model Articles and often embedded in bespoke articles of association) that allows them to require directors to undertake specific decisions or abstain from doing so. This power necessitates a special resolution from the shareholders, requiring a majority of at least 75% of the votes. Consequently, shareholders can influence the board primarily by changing its composition.

Moreover, certain decisions cannot be made by the board independently and require shareholder approval. The most significant decisions reserved for shareholders need a special resolution, while less critical decisions only require an ordinary resolution (requiring a majority of at least 50% of the votes).

From our experience, it can sometimes be strategically advantageous to gain control of the board by appointing additional directors rather than removing existing ones, depending on the circumstances. This article will explore various methods for appointing additional directors.

When a company dispute occurs, what are the options for appointing a new director? We have previously written about the removal of directors by ordinary resolution. A less talked about topic, but arguably of equal importance when it comes to company disputes, is the appointment of directors and how this can be done. Outside the context of a dispute or a deadlocked board, director appointments are typically uncontentious and the processes to do so are straightforward.

However, the situation can be less clear where there is the context of an underlying dispute between directors and/or shareholders, and the ability to appoint a new director by either shareholders or directors can be a powerful tool to break any deadlock in a company. The role of the board and shareholders in decision-making Generally speaking, both the Model Articles (Article 3) and Regulation 70 of Table A (applicable to some older companies incorporated before the Companies Act 2006 took effect) provide that the business of a company shall be managed by the directors, subject to the provisions of the Companies Act and/or the Articles (if modified).

So in other words, a typical company is run by the board and the shareholders only have a limited say. The shareholders’ ‘reserve power’ (found in the Model Articles and often included in bespoke articles of association) permit the shareholders to either require the directors to take a certain decision, or refrain from taking a certain decision. This requires a special resolution of the shareholders (a majority of not less than 75% of the votes). It follows that shareholders’ powers to influence the board lies in the ability to change its make-up.

Additionally, there are certain decisions which the board cannot take themselves, and for which shareholder approval is needed; the most important decisions reserved to shareholders require a special resolution, with less important decisions requiring an ordinary resolution (needing a majority of at least 50% of the votes). In our experience, it can be strategically preferable to gain control of the board by appointing additional directors rather than removing existing directors depending on the circumstances. This article will explore some of the ways that additional directors can be appointed. How many directors can or must a company have? Under section 154 of the Companies Act 2006 (CA), a private company must have at least one director.

At least one director must be a natural person (i.e. an individual human being, not a company). This 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. Changes to the law to require all directors to be natural persons have not yet come into force, with an implementation date yet to be confirmed by the government. Articles of association and minimum director requirements In addition, the company’s articles of association may specify a minimum number of directors. For example, regulation 64 of Table A provides that, unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be less than two.

The model articles do not specify any minimum. We have found that issues can arise when a company only has one director (who is also a shareholder) and the other non-director shareholders do not agree with the way the company is being run, leading to a dispute. Allegations of unfairly prejudicial conduct by the non-director shareholder can ensue, but in reality a non-director shareholder has limited rights to company information and decision making powers unless there is a shareholders’ agreement in place that specifies otherwise.

In those circumstances, the non-director shareholders may consider what rights they have, including to appoint new directors (e.g. themselves) to the board in order to be able to influence, or block, decisions in their favour and to protect their position as shareholders. Relatedly, in some circumstances where a company has one director and has adopted the Model Articles, there is a question over the ability of the director to take meaningful decisions until new directors are appointed, and this is an area of deliberation amongst lawyers which has been considered by the court.

Procedure for Appointment of Directors.
The Companies Act (CA) is mostly silent on the procedure for appointing directors after a company’s incorporation. The process for appointing directors is typically outlined in the company’s articles of association or possibly in a shareholders’ agreement. These documents may allow for appointments by the board of directors or by the shareholders through a written resolution or at a general meeting. Regardless of the method, the new director must consent to act and must be eligible for the position.

For instance, the board of directors generally has the authority to appoint a director to fill a vacancy or to add an additional director. The articles may also specifically allow directors to be appointed at a general meeting. In such cases, the procedure outlined in the articles must be strictly followed.

If the articles do not contain any relevant provisions, and unless restricted by the articles, the directors may appoint new directors as they exercise the general powers of the company. Shareholders also have the right to appoint directors by ordinary resolution at a general meeting, in accordance with common law. Any restrictions on shareholders’ inherent powers must be clearly stated. This is distinct from the right to remove a director, which cannot be restricted by the articles.

How Shareholders Can Call a General Meeting.
First, non-director shareholders can request the board, informally, to call a general meeting. If there is a dispute and the board refuses, the CA (sections 303–304) allows minority shareholders to require the directors to convene a general meeting.

Under Section 303 of the CA, directors must call a general meeting if they receive a request from shareholders representing at least 5% of the total voting rights. This requirement takes precedence over any contrary provisions in a company’s articles of association.

To request a general meeting, shareholders must follow a specific procedure, and it is advisable to seek early guidance to ensure compliance. Essentially, if a shareholder properly requests a meeting (including a general description of the business to be discussed), the board must convene the meeting within 21 days, scheduling it no later than 28 days from the date of the shareholder’s notice.

If the directors fail to call the meeting within this timeframe, the requesting members may call the meeting themselves, provided it occurs no more than three months after the directors were obligated to do so (i.e., within 21 days following the request as per Section 305 of the CA).

If all notice periods are maximized, the meeting may not take place until more than two months after the shareholders initially serve their notice. Thus, this can be a prolonged process, especially in companies with complex structures and multiple subsidiaries.

For an ordinary resolution to appoint a director (or directors) to be passed at the meeting, it must receive support from more than 50% of the shareholders eligible to vote.

Potential Limitations.
As with the removal of directors, compliance with the proper procedure is crucial. Complications may arise if there are weighted voting rights outlined in the company’s constitution, which could affect the voting process and the viability of the resolution. Additionally, specific provisions in a shareholders’ agreement may also need to be considered.

Related Formalities and Registration Requirements.
After a new director is appointed, the company must notify Companies House within 14 days of the appointment using form AP01, as required by Section 167 of the CA. Furthermore, the company’s statutory register of directors should be updated accordingly.

New Identity Verification Rules for Directors.
As of November 18, 2025, all new company directors must have their identity verified for Companies House purposes prior to their appointment. Existing directors must complete their identity verification checks by the time of their company’s first confirmation statement after November 18, 2025. This requirement also applies to directors of overseas companies registered at Companies House. Directors who do not have their identity verified within the specified timeframe will be prohibited from acting in that capacity (unless exempt). Any company (including its officers) that fails to ensure a director has been verified prior to their assumption of office will be committing an offence.

Appointing a Director Is Not an Admin Task — It’s a Legal Decision.

Appointing a new director is one of the most important decisions a company can make. Directors are not just senior employees. They are legally responsible for managing the company, making strategic decisions, signing accounts, hiring staff, protecting shareholders’ interests, and ensuring the business complies with UK law.

At Coddan CPM, we regularly speak to business owners who were told that appointing a director was “just a Companies House form.” In reality, a director appointment carries significant legal, financial, and governance consequences, and even small mistakes can create long-term problems.

That is why director appointments must be handled with absolute accuracy, following strict UK company law and proper governance procedures.

Why Director Appointments Commonly Go Wrong.

Many small businesses, startups, and even growing companies treat director appointments as a simple administrative step. In our experience, this is where problems begin. A proper director appointment involves far more than filing an AP01. It requires:

• Legal compliance with the Companies Act.
• Valid board or shareholder resolutions.
• Updated statutory registers.
• Correct Companies House filings.
• Director declarations and consents.
• eligibility and disqualification checks.
• Review of the Articles of Association.
• Alignment with the company’s ownership and control structure.

We frequently help clients who discover—often during audits, funding rounds, or disputes—that a director was never validly appointed, or that internal records do not match Companies House. These issues are far harder and more expensive to fix later.

Why Director Appointments Must Be Done Properly.

A director appointment directly affects your company’s:

• Leadership and authority.
• Decision-making power.
• Financial responsibility.
• Governance and voting rights.
• Act countability to shareholders.
• Compliance with UK law.

When appointments are handled incorrectly, the consequences can include:

• Invalid or challengeable appointments.
• Companies House rejections or corrections.
• Disputes over who has authority to act.
• Governance breakdowns between founders or shareholders.
• Complications with HMRC or accountants.
• Problems during due diligence, sales, or restructures.
• Personal liability for incorrect filings.

At Coddan CPM, we see these issues regularly—often years after the original appointment—when correcting them is far more complex.

Why Companies Trust Coddan CPM for Director Appointments.

Our Director Appointment Service exists because we have seen what happens when this process is rushed or treated as a tick-box exercise. We manage the appointment end to end, ensuring it is legally valid, internally consistent, and aligned with your company’s structure.

We do not simply “file forms.” We make sure the appointment works in practice and stands up to scrutiny. Simply filing forms isn’t enough; the appointment must align with the company’s Articles of Association, often requiring board/shareholder resolutions, which smaller providers might overlook.

What We Handle for You.
Full Companies House Compliance.
We prepare and submit AP01 (or relevant forms) accurately and on time, avoiding rejections and corrections.

Internal Governance Preparation.
We draft and organise:

• Board Resolutions.
• Shareholder Resolutions (where required)
• Meeting Minutes
• Written Consents
• Director Declarations
• Eligibility Confirmations

Statutory Register Updates.
A legal obligation that is often missed. We update:

• Register of Directors.
• Register of Directors’ Residential Addresses.
• PSC Register (where applicable).

Director Eligibility Checks.
We verify:

• Legal age.
• Disqualification status.
• Bankruptcy restrictions.
• Conflicts of interest.
• Role suitability within your structure.

Articles of Association Review.
Many companies have specific rules around director appointments. We check your Articles and ensure the process complies fully—or advise if changes are needed.

Clear Shareholder Communication.
Where there are multiple owners, we help prevent misunderstandings, tension, or disputes by ensuring clarity and transparency.

Fast Turnaround.
Urgent appointments can often be completed the same day, subject to Companies House processing.

Strategic Director Guidance.
We take time to explain:

• The director’s legal duties.
• Fiduciary responsibilities.
• Personal liability.
• Decision-making powers.
• Conflict-of-interest rules.

This avoids costly misunderstandings later.

End-to-End Corporate Support.
We also support:

• Director resignations.
• Role changes.
• PSC updates.
• Share transfers.
• Articles amendments.
• Shareholder agreements.
• ongoing compliance.

Clients value having everything handled in one place.

What’s Included in Our Director Appointment Service.

1. Consultation and Governance Review.
   Before any appointment, we review:
   • shareholding and voting rights.
   • Articles of Association.
   • Existing director responsibilities.
   • Ownership and control objectives.
   • Legal and commercial risks.
   • This ensures the appointment supports your long-term business goals.
2. Director Eligibility Confirmation.
   We confirm the individual:
   • Is legally permitted to act.
   • Is not disqualified.
   • understands their responsibilities.
   • Meets your internal requirements.
   • This step prevents future complications and disputes.
3. Preparation of Appointment Documentation.
   We prepare professional, investor-ready documents, including:
   • Board resolution.
   • Consent to act.
   • Director acceptance documentation.
   • Meeting minutes.
   • Shareholder resolution (if required).
4. Companies House Filings.
   We file all required forms accurately, including:
   • AP01 or AP02 (where permitted by law).
   • PSC updates if responsibilities change.
5. Statutory Register Updates.
   We ensure your internal records are fully compliant, not just your public filings.
6. Director Onboarding Pack.
   We provide a clear, practical guide covering:
   • Director duties under the Companies Act.
   • Financial and tax responsibilities.
   • Conflict-of-interest rules.
   • Signing authority.
   • Reporting and compliance obligations.
   • This reduces confusion and protects both the director and the company.
7. Articles of Association Support.
   If your Articles impose specific conditions—such as quorum rules, share class restrictions, or special approvals—we address these and assist with amendments if required.
8. Internal Communication Support.
   Where needed, we help draft:
   • Shareholder notices.
   • Staff announcements.
   • Investor updates.
   • Ensuring the appointment is communicated clearly and professionally.

Who Our Director Appointment Service Is For.
We regularly support:

• Startups appointing their first directors.
• Growing companies adding senior leadership.
• Businesses bringing in investors or board members.
• Family companies seeking stronger governance.
• Companies restructuring or formalising roles.
• Businesses correcting historic filing mistakes.
• Companies with multiple shareholders seeking clarity.

The Real Benefits of a Professionally Managed Appointment.
Clients who use Coddan CPM benefit from:

• Legal certainty and protection.
• Reduced risk of disputes.
• Lower administrative burden.
• Stronger corporate governance.
• Fewer Companies House and HMRC issues.
• Faster, confident decision-making.
• Increased investor and partner confidence.

The Bottom Line.
In our experience, most director appointment problems do not arise on day one—they surface years later, when the stakes are much higher.

By managing the process properly from the outset, Coddan CPM ensures your director appointments are valid, compliant, and strategically sound, giving you confidence that your company is built on solid legal foundations.

When a business is scaling, restructuring, or professionalising its leadership, appointing a new director becomes a governance-critical decision. At Coddan CPM, we frequently support companies where the existing board structure no longer reflects how the business actually operates. These appointments are often driven by:

• Rapid revenue or headcount growth.
• External investment or lender requirements.
• Founder transition from operational to strategic roles.
• The need to introduce specialist expertise at board level.

In these situations, a director appointment must be handled with precision. Errors made during periods of change tend to surface later—during audits, funding rounds, disputes, or exits.

Case Study: Scaling Business Adding Financial Oversight.

Scenario
A UK-based services company grew from two founders to 40 staff in under 18 months. The founders hired a senior finance professional and intended to give them board authority to manage cashflow, forecasting, and lender reporting.

Issue Identified
The individual was operating as a de facto director but had never been formally appointed. The Articles contained restrictions requiring board approval and formal consent to act.

Coddan CPM’s Approach
We:

• reviewed the Articles and existing governance.
• prepared a compliant board resolution and consent to act.
• completed the AP01 filing.
• updated statutory registers.
• provided director onboarding covering fiduciary duties and liability.

Outcome
The company achieved:

• clear authority for financial decision-making.
• improved lender confidence.
• reduced personal risk for founders.
• a clean governance position ahead of further growth.

Case Study: Investor-Led Board Restructure.

Scenario
A growing technology company received external investment that required the appointment of an investor-nominated director.

Issue Identified
The company’s Articles were based on early-stage templates and did not clearly define:

• quorum rules.
• voting thresholds.
• conflict-of-interest handling for investor directors.

Coddan CPM’s Approach
We:

• reviewed and updated the Articles.
• structured the appointment to preserve founder control.
• prepared shareholder and board resolutions.
• ensured PSC and Companies House filings reflected the new influence.

Outcome
The appointment was completed without delays, and both founders and investors had clarity over decision-making rights—avoiding future disputes.

Case Study: Filling a Regulatory Skill Gap.

Scenario
A regulated business expanded into a higher-risk market and required board-level compliance expertise. An external specialist was identified to join the board.

Issue Identified
The business initially planned to appoint the individual informally as an “advisor,” despite expecting them to sign off on compliance decisions.

Coddan CPM’s Approach
We advised that:

• the role carried director-level responsibility.
• failing to appoint properly would expose the company to regulatory risk.

We:

• confirmed eligibility.
• prepared formal appointment documentation.
• provided a director onboarding pack tailored to regulatory oversight.

Outcome
The company avoided governance weaknesses and ensured regulatory accountability was properly embedded at board level.

Case Study: Family Business Professionalising Governance.

Scenario
A family-owned business brought in a non-family operations director to support expansion.

Issue Identified
There was no formal separation between ownership and management. Shareholders had differing expectations about the new director’s authority.

Coddan CPM’s Approach
We:

• clarified voting and decision-making powers.
• prepared shareholder resolutions to avoid ambiguity.
• documented authority levels clearly.
• updated statutory registers and filings.

Outcome
The appointment strengthened governance, reduced internal tension, and supported long-term succession planning.

Why These Examples Matter
Across these engagements, the common theme is that director appointments during change expose weaknesses in governance. Coddan CPM’s role is to identify and resolve those weaknesses before they become problems.

We consistently see issues arise when:

• growth outpaces legal structure.
• appointments are rushed without governance review.
• individuals act as directors without formal authority.
• Articles are outdated or misunderstood.

Coddan CPM’s Practical Advantage
Our experience working with scaling businesses means we:

• anticipate problems before they surface.
• understand investor, lender, and auditor expectations.
• balance speed with legal accuracy.
• structure appointments to support growth, not restrict it.

This practical, hands-on approach is why companies experiencing change trust Coddan CPM to manage director appointments correctly—first time.

Director appointments and resignations are not administrative formalities. They are legally significant events that affect a company’s authority, governance, compliance position, and risk exposure. When handled incorrectly, they can lead to Companies House rejections, invalid appointments, shareholder disputes, or regulatory complications later—often at the worst possible time, such as during audits, funding rounds, or exits.

Coddan CPM supports UK private limited companies at every stage of growth by delivering a fully managed, compliant, and time-critical Director Appointment and Resignation Service, trusted by both UK-based and overseas business owners.

Why Director Changes Require Professional Handling.
Under UK company law, any change to the board must be:

• properly authorised under the Articles of Association.
• supported by valid board and/or shareholder resolutions.
• accurately recorded in statutory registers.
• correctly filed with Companies House within statutory deadlines.

These defects rarely cause problems immediately. They emerge later—often when professional advisers are asked to certify governance accuracy.

Many businesses underestimate this process, particularly during periods of rapid growth, restructuring, or leadership transition. In practice, we frequently see companies where individuals are acting as directors without having been legally appointed, or where resignations were agreed informally but never filed—creating long-term governance risk.

Coddan CPM ensures that every director appointment or resignation is legally valid, properly documented, and defensible under scrutiny.

Director appointments and resignations are high-risk corporate actions under UK company law. While often treated as routine filings, errors at this stage regularly surface later during due diligence, funding rounds, litigation, HMRC enquiries, or exits.

Coddan CPM works closely with law firms, company formation agents, and professional company secretarial providers to deliver a reliable, fully compliant UK director appointment and resignation service, grounded in real-world corporate governance experience rather than checkbox filings.

Coddan CPM is routinely instructed to regularise historic appointments, correct defective filings, or support time-critical director changes where liability, authority, or investor confidence is at stake.

Appointing a Director to a UK Company: How Coddan CPM Supports You at Every Stage.

At Coddan CPM, we regularly assist UK and international business owners with appointing directors to private limited companies, both at the point of incorporation and after formation. Having handled thousands of director appointments, we understand that while the legal process may appear straightforward, small compliance errors can lead to delays, rejected filings, or regulatory scrutiny. Our role is to ensure the process is completed correctly, efficiently, and in full compliance with UK law.

Director Appointments During Company Formation.

When forming a UK company, appointing directors is a free and integrated part of the IN01 incorporation application. Founders or subscribers name the initial directors as part of the registration process. Through our electronic formation service, Coddan CPM ensures that all statutory information is accurately prepared and submitted, avoiding common mistakes that can delay incorporation.

Since the introduction of mandatory identity verification from 18 November 2025, a company cannot be registered until all proposed directors have successfully verified their identity. We guide directors through the official GOV.UK One Login verification process, helping them complete the digital ID check quickly and securely, often within hours.

Adding a Director After Company Formation.

Appointing a director after incorporation requires a more formal post-formation procedure. In our day-to-day practice, this is where businesses most often encounter uncertainty. Coddan CPM manages the full process on your behalf, including:

• Reviewing your Articles of Association to confirm appointment authority.
• Preparing board or shareholder resolutions.
• Issuing a legally compliant director consent to act letter.
• Filing Form AP01 with Companies House within the statutory deadline.
• Updating statutory registers and internal company records.

We ensure appointments are reported correctly and on time, protecting the company from avoidable compliance risks.

Identity Verification and Ongoing Compliance.

From 2026 onwards, all newly appointed directors must complete identity verification before or at the time of appointment. We support both UK-resident and non-resident directors through this process and explain the transitional rules for directors appointed before the 2025 reforms. Our experience with Companies House filings allows us to anticipate issues and resolve them before they affect your company’s public record.

Support for Non-Resident Directors.

Coddan CPM has extensive experience advising companies appointing non-resident directors. While legally permitted, these appointments carry additional tax, payroll, banking, and reporting considerations. We help clients understand their HMRC obligations, PAYE exposure, and the practical implications for UK business banking, ensuring compliance from the outset.

Clear Documentation and Evidence of Appointment.

Following each appointment, we can provide a digital or printed director appointment certificate, confirming the director’s nomination and registration. This document is frequently used for banking, compliance checks, professional advisers, and internal governance, giving clients clear evidence that the appointment has been completed correctly.

Why Clients Choose Coddan CPM.

Clients work with Coddan CPM because we combine hands-on experience, legal and regulatory expertise, and a transparent, process-driven approach. As a regulated corporate service provider, we operate in line with Companies Act 2006 requirements, Companies House standards, and anti-money laundering regulations. Our team deals directly with Companies House filings every day, allowing us to deliver fast, compliant outcomes with confidence.

If you are appointing a director—whether at incorporation or after formation—we provide practical guidance, manage the paperwork, and ensure your company remains fully compliant at every step.

Director Personal Guarantee Insurance (PGI) is a specialized annual insurance policy designed to protect company directors from personal financial loss in the event their business becomes insolvent and a lender enforces a personal guarantee. When directors personally guarantee business borrowing, they become personally liable for the debt if the company defaults. PGI provides an essential financial safety net in such circumstances, helping to limit personal exposure.

The primary purpose of Personal Guarantee Insurance is to safeguard a director’s personal assets. This can include their home, personal savings, investments, and other valuable possessions. Most PGI policies typically cover up to 80% of the guaranteed amount, significantly reducing the financial impact on a director if the guarantee is called due to business failure.

The cost of Personal Guarantee Insurance is usually structured as an annual premium, typically ranging between 1.6% and 3.6% of the insured amount. The exact premium depends on factors such as the company’s financial position, the nature of the borrowing, and the overall level of risk. For many directors, this represents a modest and proportionate cost compared to the potentially severe personal consequences of an enforced guarantee.

PGI policies generally provide broad coverage across a variety of business finance arrangements. These commonly include secured loans, unsecured loans, asset finance for purchasing equipment or vehicles, and overdraft or revolving credit facilities. This wide scope ensures that directors are protected across most common forms of business borrowing.

Most Personal Guarantee Insurance policies operate on a co-insurance basis, meaning they cover a fixed percentage of the guaranteed liability rather than the full amount. When guarantees are given on a joint and several basis, many insurers allow multiple directors—often up to five—to be included under a single policy at no additional cost. This can make PGI particularly cost-effective for companies with shared director liability.

In practice, PGI enables directors to pursue necessary business financing with greater confidence. While personal guarantees are often unavoidable, especially for privately owned or growing companies, Personal Guarantee Insurance helps directors balance commercial opportunities with responsible personal risk management.

In today’s ever-evolving business landscape, entrepreneurs face a myriad of challenges, making it crucial for them to safeguard their ventures with appropriate protections. A significant component of any robust business strategy is understanding the importance of business insurance. Coddan CPM, a leading provider of business formation services, stands out in this domain by offering not just company setup packages but also essential insurance referrals that can bolster a company’s defenses.

Coddan CPM understands the complexities involved in starting and running a business. Our all-inclusive packages are designed to help business owners navigate these hurdles with confidence. Among the myriad of services offered, the inclusion of business insurance is a testament to their commitment to providing a comprehensive service package.

One of the critical insurance offerings available through Coddan CPM is the Director Personal Guarantee Insurance (PGI). This insurance is especially relevant for entrepreneurs and directors who might be personally liable for their company’s debts. In many cases, banks and other lenders require directors to provide personal guarantees when securing loans or credit for the business. This requirement exposes them to significant personal financial risk; however, PGI serves as an essential safety net. By including this insurance in their service offerings, Coddan CPM ensures that directors can protect their personal assets, should the business face unforeseen challenges.

In addition to PGI, Coddan CPM facilitates access to professional indemnity insurance and directors and officers (D&O) insurance. These forms of insurance are vital for protecting businesses and their leaders from claims related to negligence, wrongful acts, or breaches of duty. D&O insurance is particularly important for companies, as it covers the personal liabilities of directors and officers, safeguarding them against potential lawsuits that could arise from the decisions they make in the interest of their organization.

These insurance referrals form an integral part of the company’s strategy to equip clients not only with legal and administrative frameworks needed to establish their business but also with the protective measures that are essential for its longevity and success. The combination of business formation services and strategic insurance coverage positions Coddan CPM as a pivotal ally for any entrepreneur looking to secure their company’s future.

For entrepreneurs and business leaders seeking to pave a successful path, partnering with a provider that offers comprehensive business formation and insurance referral services is not just a luxury; it’s a necessity. Coddan CPM's commitment to safeguarding its clients through offerings like Director Personal Guarantee Insurance and D&O insurance distinguishes it as a leader in the field. By marrying business formation with profound insurance solutions, Coddan CPM empowers its clients to focus on growth, innovation, and operational excellence while resting assured that their personal and professional interests are protected.

In conclusion, Coddan CPM stands out as an indispensable partner for any aspiring business owner, combining robust company setup services with essential insurance referrals to create a secure foundation for future success.