Changing Directors: A Complete Guide to Appointing, Resigning and Replacing UK Company Directors

Changing directors is a normal part of running a UK company. A founder may step away, an investor may join the board, a business may need new expertise, or an existing director may simply decide it is time to leave. But changing a director is more than updating a name on the Companies House register. The company needs to follow the correct internal process, check that the incoming director is legally eligible, notify Companies House and make sure related records remain accurate.

There is also an important new consideration for UK companies: mandatory identity verification for directors is being phased in from 18 November 2025 under reforms introduced by the Economic Crime and Corporate Transparency Act 2023. New directors must verify their identity, while existing directors are being brought into the system during a 12-month transition period.

This guide explains how to change directors correctly, including appointing a new director, removing or accepting the resignation of an existing director, updating director details and dealing with overseas founders.

What Does Changing a Company Director Mean?

“Changing directors” can refer to several different situations:

• Appointing a new director.
• A director resigning.
• Removing a director.
• Replacing one director with another.
• Changing a director's personal details.
• Changing the company's board composition following a share sale, investment or restructuring.

The process is different depending on what has changed. For example, appointing a new individual director generally involves an AP01 filing, while notifying Companies House that a director has ceased to hold office generally involves TM01. Changes to certain details of an existing director can be notified using CH01. Companies House provides separate procedures for corporate directors. The distinction matters because filing the wrong form can create an inaccurate public record and may require a correction later.

When Might a UK Company Need to Change Its Directors?

There is no single reason why a company changes its board. Common situations include:

A founder leaves the business

A founder may sell their shares, move into an advisory role or leave the company altogether. Importantly, leaving as a director and transferring shares are separate matters. Someone can resign as a director while continuing to own shares, or remain a shareholder after leaving the board.

A new investor joins

An investor may negotiate a board seat as part of an investment round. This can create two separate changes: the investor becomes a director, while the company's share ownership may also change. If the investor's ownership or control meets the relevant thresholds, the company's PSC information may need updating as well.

The company needs new expertise

A growing business might appoint a director with experience in finance, technology, international expansion, sales or operations. For example, a founder-led consultancy could appoint a finance director as its revenue and international operations become more complex.

A director resigns

Directors can leave voluntarily for personal, professional or strategic reasons. The company should update its records promptly rather than leaving Companies House showing someone who no longer holds office.

A director needs to be removed

A company may need to remove a director where there is a dispute, serious misconduct, persistent non-performance or another legitimate corporate reason. The legal procedure can be more involved than a straightforward resignation, particularly where the director does not agree to leave.

Can Anyone Become a UK Company Director?

Not everyone is eligible. For a standard UK private limited company, a director must generally be at least 16 years old. Directors do not have to live in the UK, although the company itself must have an appropriate UK registered office.

There are also restrictions concerning people who are disqualified from acting as directors and certain individuals subject to bankruptcy restrictions. Before appointing someone, the company should therefore establish that the proposed director is legally capable of taking the role. There is another important consideration from the Companies House reforms: directors must verify their identity as part of the new mandatory verification regime.

How to Appoint a New Director

For an individual director, the standard Companies House filing is AP01. Companies House's current AP01 process requires information about the incoming director and, under the new identity verification regime, the director's Companies House personal code and confirmation that their identity has been verified. A sensible appointment process has several stages:

1. Check the company's articles

Before making the appointment, review the company's articles of association and any shareholders' agreement. These documents may contain provisions concerning:

• Who can appoint directors.
• Board approval.
• Shareholder approval.
• Minimum or maximum numbers of directors.
• Conflicts of interest.
• Special rights given to particular shareholders.

Don't assume that because Companies House accepts a filing, the company's internal procedure was necessarily followed correctly.

2. Approve the appointment

Depending on the company's constitution and circumstances, the appointment may be approved by the board or shareholders. The company should keep appropriate written records, such as board minutes or a written resolution.

3. Collect the director's details

The appointment filing requires relevant information about the new director. This includes their name, nationality, country or state of residence, month and year of birth, service address and other required information. The director's usual residential address is handled separately from the public service address.

4. Complete identity verification

Under the new Companies House regime, all directors must verify their identity. A director can generally verify directly through GOV.UK One Login or through an authorised corporate service provider (ACSP). Once verified, the director receives a Companies House personal code.

5. File the appointment

The company can use the Companies House AP01 service to notify the appointment of an individual director. The company's public register should then reflect the new board composition.

How to Remove or Resign a Director

A director leaving the company is normally recorded through a TM01 termination of appointment filing. Companies House describes TM01 as the form used to notify the termination of an individual or corporate director's appointment. But there is an important distinction between resignation and removal.

Director resignation

If a director chooses to leave, the company's articles and any contractual arrangements should be checked to establish how the resignation should be documented. The company should retain appropriate internal evidence of the resignation and update Companies House.

Director removal

Removing someone against their wishes can involve additional corporate and legal requirements. For many UK companies, shareholder procedures under the Companies Act 2006 may become relevant. The company should not treat an involuntary removal as simply submitting a TM01 without first following the required process. Where there is disagreement between shareholders or directors, professional legal advice is often sensible.

What Is the Deadline for Updating Companies House?

Director changes should be reported promptly. A company should not wait until its next confirmation statement simply because it has an annual filing coming up. The purpose of the Companies House register is to provide an up-to-date picture of who runs the company. Leaving a former director listed months after their departure can create unnecessary complications for banks, investors, customers and other parties carrying out due diligence.

Practical Rule: When a director joins or leaves, deal with the Companies House filing as part of the change itself rather than treating it as an annual housekeeping exercise.

What Happens to a Director's Shares?

This is one of the most important points for founders to understand. Director status and shareholder status are separate. Suppose Sarah owns 40% of a company and is also a director. Sarah resigns from the board but keeps her 40% shareholding. Sarah has ceased to be a director, but she has not ceased to be a shareholder. If her shareholding gives her significant control, she may also remain a Person with Significant Control (PSC). This means changing directors does not automatically mean changing:

• Share ownership.
• PSC information.
• Voting rights.
• Shareholder agreements.
• Dividend rights.
• Beneficial ownership.

Each element should be reviewed separately.

What If the New Director Is Also a PSC?

This is particularly relevant during investment rounds and founder restructures. A new director might receive a substantial shareholding at the same time as joining the board. If that person meets the relevant PSC conditions, the company may need to update its PSC information as well as its director information.

Companies House states that changes to PSC information, such as a change in personal details or the nature of control, must generally be notified within 14 days of confirming the change. The key lesson is not to view a director change in isolation. Ask what else changed because of the appointment or resignation.

Identity Verification and Changing Directors

Identity verification is now an important part of the director appointment process. From 18 November 2025, new directors need to verify their identity when being appointed, while existing directors are being brought into the requirement during a 12-month transition period.

• For an existing director, the Companies House personal code must be provided with the company's next confirmation statement.
• For a new director, the personal code is required as part of the appointment filing.

Why this matters for overseas founders

A director does not have to live in the UK. An entrepreneur based in Nigeria, India, the UAE, the United States or elsewhere can be a director of a UK company, provided the relevant legal requirements are satisfied. However, being overseas does not remove Companies House compliance requirements. For global founders, it is therefore sensible to plan identity verification alongside the director appointment rather than waiting until the filing is ready.

Changing a Director's Address or Other Details

Not every director change involves replacing someone. Sometimes the person remains a director but their details change. For example:

• A director moves house.
• A director changes their name.
• A director's registered information needs correcting.

For changes to an individual director's name or address, Companies House uses CH01. The distinction is important:

• AP01 = Appointing an individual director
• TM01 = Terminating a director's appointment
• CH01 = Changing certain details of an individual director

Using the correct filing route makes corporate administration much cleaner.

What Happens If You Make a Mistake?

Companies House records can sometimes contain errors. For example, a director's appointment might be filed with an incorrect date of birth, appointment date or other information. Companies House provides procedures for replacing certain incorrect filings. For example, an AP01 appointment filing can be replaced through WebFiling where the original filing contained an error or missing information. Do not simply submit another appointment and hope the register will correct itself. If the public record is wrong, identify the precise problem and use the appropriate correction procedure.

A Practical Director Change Checklist

Before considering the change complete, work through this checklist:

• [ ] Check the company's articles of association.
• [ ] Review any shareholders' agreement.
• [ ] Confirm that the incoming director is eligible.
• [ ] Obtain the director's required information.
• [ ] Complete identity verification where required.
• [ ] Obtain the Companies House personal code.
• [ ] Approve the appointment or resignation correctly.
• [ ] Keep board minutes or appropriate resolutions.
• [ ] File AP01 for an individual appointment where applicable.
• [ ] File TM01 when an appointment ends.
• [ ] Use CH01 for relevant changes to an individual director's details.
• [ ] Check whether the PSC position has changed.
• [ ] Review shareholder and voting arrangements.
• [ ] Update the company's internal registers and records.
• [ ] Inform the bank, accountant, insurers and other relevant parties where necessary.
• [ ] Check contracts that depend on the identity or authority of directors.

This checklist becomes particularly valuable when the director change forms part of a wider restructuring.

Changing Directors During a Founder or Investor Restructure

A director change can be much more significant than an administrative update. Imagine a UK technology company with three founders. One founder leaves, sells their shares and is replaced on the board by an investor. That single transaction could involve:

• A director resignation.
• A new director appointment.
• A share transfer.
• A change in PSC status.
• Changes to voting rights.
• Updates to shareholder agreements.
• Bank mandate changes.
• Changes to employment or consultancy arrangements.

The mistake is treating the event as simply “changing a director.” For founders and investors, the better approach is to treat it as a corporate change event and review every related record.

What Should Companies Do After Changing Directors?

Companies House is only one part of the process. Once the board changes, review the company's operational records as well:

Banking

If the departing director is a bank signatory, update the bank mandate.

Accounting and payroll

Tell the accountant or finance team if the change affects salary, expenses, benefits or company authority.

Contracts

Review contracts where the former director is named as an authorised signatory or key person.

Insurance

Some directors' and officers' insurance policies may require updated information.

Internal records

Update board registers, minute books, corporate records and internal systems.

Digital access

Remove unnecessary access to:

• Banking platforms.
• Accounting software.
• Email.
• Cloud storage.
• Companies House accounts.
• Payment platforms.
• CRM systems.
• Company social media and other administrative tools.

For cybersecurity alone, this step should not be overlooked when a director leaves.

Frequently Asked Questions

Can I change a director online?

Yes. Companies House provides online services for appointing, terminating and changing details of directors. An individual director can be appointed using AP01, while TM01 is used to notify the termination of an appointment.

Does a director have to live in the UK?

No. UK company directors do not have to live in the UK. The company itself must have a UK registered office.

Can a director resign but keep their shares?

Yes. Directorship and share ownership are separate. A person can resign as a director while remaining a shareholder.

Can a shareholder become a director?

Yes. A shareholder can be appointed as a director provided they meet the applicable eligibility requirements and the company follows the correct appointment procedure.

Does changing directors change the PSC?

Not necessarily. A director can be a PSC, but the two statuses are legally separate. A director's resignation may have no effect on PSC status if they continue to own or control the company.

Does a new director have to verify their identity?

Yes. Identity verification is now a legal requirement for directors, with the process being phased in from 18 November 2025. New directors must provide their Companies House personal code as part of the appointment process.

Can an overseas person become a director of a UK company?

Yes. A director does not have to reside in the UK. However, overseas directors are still subject to applicable Companies House requirements, including identity verification.

What form is used to remove a director?

TM01 is used to notify Companies House that an individual or corporate director's appointment has ended. The underlying reason and internal process should be considered separately, particularly where the director is being removed rather than voluntarily resigning.

What form changes a director's address?

CH01 is used to notify Companies House of changes to an individual director's name or address.

Can a director change affect the company's PSC information?

Yes. If the change also alters share ownership, voting rights or control, the company should review its PSC position. PSC changes generally need to be notified to Companies House within the applicable 14-day period.

Conclusion

Changing directors is straightforward when the company separates the different pieces of the process. Appointing someone, ending a director's appointment, changing personal details, transferring shares and changing PSC status are not the same thing. Each should be assessed and recorded separately.

For a straightforward appointment, the process typically involves checking the company's constitutional documents, approving the appointment, completing identity verification, filing the appropriate Companies House notification and updating internal records. For a director leaving, the company should establish whether the departure is a resignation or a formal removal, follow the correct internal procedure and notify Companies House appropriately. The biggest practical lesson is to look beyond the Companies House form. A director change can affect ownership, PSC status, banking authority, contracts, tax administration, access permissions and governance.

For UK companies with overseas founders, investors or international ownership structures, this broader approach is especially important. IncorpUK, as a UK company formation and management platform for global founders, operates in a landscape where keeping corporate information accurate and current is an essential part of maintaining a well-run UK company. Handled properly, changing directors is not simply an administrative task. It is an opportunity to keep the company's legal records, ownership structure and day-to-day governance aligned with how the business actually operates.