Change of Director Notice (England & Wales)

A Change of Director Notice in the United Kingdom makes a statutory filing or company-administration record and sets out the particulars the registrar or revenue authority requires, under the framework of the Companies Act 2006.

Every company registered in England and Wales — whether a private limited company (Ltd), a public limited company (PLC), or a limited liability partnership (LLP) — must maintain an accurate register of directors under s.162 of the Companies Act 2006. The register must contain, for each individual director: full name (including any former names used for business purposes in the preceding 20 years under Schedule 3 to the Companies Act 2006); service address (publicly available); residential address (protected from public disclosure under s.240 of the Companies Act 2006); nationality; date of birth (month and year publicly available; day protected); and business occupation. When any director is appointed or ceases to hold office, the register must be updated and Companies House must be notified on form AP01 (appointment of individual) or TM01 (termination of individual) within 14 days of the change, under s.167 of the Companies Act 2006.

The board resolution element of this document serves a separate but equally important function: it records the internal decision-making process of the board of directors. Under s.248 of the Companies Act 2006, every company must cause minutes of all proceedings of directors' meetings to be recorded in a minutes book, which must be kept for at least ten years from the date of the meeting. These minutes must be available for inspection by any director. The board resolution records who was present, who chaired the meeting, what was decided, and on what legal basis — providing an auditable trail that protects the company and its directors in the event of any future dispute about the validity of the appointment or the circumstances of the termination.

For corporate governance purposes, this document also records the protected particulars of the incoming or outgoing director — including their residential address, which is retained on the protected part of the Companies House register. From 4 March 2024, all new directors of companies at Companies House are required to verify their identity under the Economic Crime and Corporate Transparency Act 2023, and this verification process should be completed before or immediately upon appointment.

The legal framework governing the Change of Director Notice (England & Wales) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Change of Director Notice (England & Wales) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.

A Change of Director Notice is required in every instance where a company registered in England and Wales experiences a change in the composition of its board of directors. The four most common circumstances are: the appointment of a new director; the resignation of an existing director; the removal of a director by ordinary resolution of the members under s.168 of the Companies Act 2006; and the cessation of a director's appointment by reason of death, disqualification under the Company Directors Disqualification Act 1986, or retirement by rotation under the company's articles of association.

For appointment, this document is needed as soon as the board has resolved to appoint a new director and that director has consented to act. The board resolution should be passed on or before the intended date of appointment, and the AP01 form must be filed with Companies House within 14 days of the appointment date. If the appointment is conditional — for example, upon the incoming director passing a background check or satisfying identity verification requirements — the notice should record this and be prepared in anticipation of the condition being satisfied.

For resignation, a director may resign at any time by giving notice to the company in accordance with the company's articles of association. Most articles require only that the resignation be given in writing and sent to the registered office. The company should then pass a board resolution noting the resignation, update its internal registers, and file form TM01 with Companies House within 14 days. The company should also confirm that any directorships the departing director held in subsidiary or associated companies are addressed simultaneously.

For removal under s.168, special notice of 28 days must be given to the company before the general meeting. The process is more complex than resignation and this document's board resolution component records the steps taken to comply with the statutory procedure.

For disqualification, the company must file form TM01 immediately upon the director being disqualified, as a disqualified person may not continue to act as a director without the leave of the court. Acting as a director while disqualified is a criminal offence under s.13 of the Company Directors Disqualification Act 1986.

In all cases, the 14-day filing deadline under s.167 of the Companies Act 2006 is strict and must be observed. Companies should have a process in place to confirm that whenever a directorial change occurs, the board resolution is documented promptly and the appropriate Companies House form is filed without delay.

A thorough Change of Director Notice for England and Wales contains eight key elements. The first is full company identification — the company's registered name, Companies House registration number, and registered office address. These details must precisely match those held on the Companies House register. Any discrepancy between the company's name as used in the document and as registered at Companies House can cause the filing to be rejected.

The second element is the type of change. The document must clearly distinguish between an appointment (triggering form AP01 requirements) and a termination (triggering form TM01 requirements), as the required particulars differ between the two. For an appointment, the resolution records consent to act; for a termination, it records the reason and effective date of cessation.

The third element is the director's full statutory particulars. For an appointment, these include: full name and any former names used for business purposes in the preceding 20 years; service address; residential address (marked as protected under s.240 of the Companies Act 2006); date of birth; nationality; and occupation. All of these particulars must be entered on form AP01 as filed at Companies House. For a termination, the TM01 form requires the director's name, date of birth, and the date of termination.

The fourth element is the effective date of change. For an appointment, this is the date from which the director assumes office — which may be the date of the resolution or a later specified date. For a termination, this is the date on which the director ceased to hold office — not the date the notice was prepared or the date of filing. The 14-day filing deadline runs from this effective date.

The fifth element is the board resolution itself, properly minuted in accordance with s.248 of the Companies Act 2006. The resolution records the meeting date, the chairperson's name, the names and capacities of all persons present, the formal wording of the resolution (including the statutory basis where relevant), and the outcome. For an appointment, the resolution confirms the director's consent and eligibility; for a removal under s.168, it records compliance with the special notice requirements.

The sixth element is the Companies House filing deadline — 14 days from the effective date of change — and the authorisation of the company secretary or a director to complete the filing. The document should record who has been tasked with making the filing and confirm that the appropriate form has been or will be submitted.

The seventh element is the update to the statutory registers — both the register of directors under s.162 and the register of directors' residential addresses under s.165. The board resolution should expressly authorise the company secretary (or a director in the absence of a company secretary) to make these updates.

The eighth element is certification and signature. The document must be signed by the chairperson of the meeting or an authorised officer of the company, and the signature provides the evidentiary basis for the accuracy of the minutes as a record. The signed minutes should be retained in the company's minute book for a minimum of ten years under s.248(2) of the Companies Act 2006. The forms-legal.com Change of Director Notice (England & Wales) template covers the mandatory elements under Companies Act 2006.