OVERVIEW
The appointment of directors is governed by the Companies Act 2006 (CA 2006), a company’s articles of association (articles) and the common law.
This guidance note covers the key issues in appointing directors of UK companies. It deals with the formal appointment procedure, including the required numbers of directors, eligibility for office, who may appoint directors, the validity of their acts where the appointment is defective, enforcement of the right to act as a director and the publication of appointments.
This guidance note also covers termination of directors’ appointments, including by resignation, vacation of office under the articles or by operation of law, and removal by ordinary resolution under section 168 of the Companies Act 2006.
Often, managing agents will be appointed to act as company secretary on behalf of their resident-led clients. Whist this guidance note considers the general position under the relevant law, the focus of the note is on the appointment and termination of directors of resident-led organisations, eg residents’ management companies and right to manage companies.
It should also be noted that on some occasions, there may be apparent conflict between the provisions of the Companies Act and the articles of association of the company. The articles must be read and understood. Where there is an apparent conflict between the Companies Act and the articles, it is flagged in this guidance note with an accompanying explanation as to which should be
followed.
