DIRECTORS
| | Role | The directors are the persons who will be responsible for managing the business and affairs of the company and for ensuring, along with the company secretary (or company secretaries), that the company complies with the Companies Act 1985.
Subject to being removed by the members/shareholders, the directors will control the company.
| | Number | Private companies must have at least one director - section 282(3) of the Companies Act 1985.
There is no upper limit on the number of directors a company may have. However, for practical reasons, UKcorporator will only cater for up to 12 directors unless you choose one of UKcorporator's standard company formation configurations, in which case the limit will be one or alternatively two directors (depending upon which of the two standard configurations you choose).
| | Relevant factors in choosing | | One director private companies | In the case of a proposed company which will have only one director (such as UKcorporator's 'one director' standard company configuration):
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(a) | that director must not also be the company secretary - section 283 of the Companies Act 1985, |
(b) | that director must not also be the sole director of a corporation which is to be the company secretary of the proposed company - section 283(4)(a) of the Companies Act 1985. For example, proposed company A must not have B (whether B is a natural person or a company) as its sole director in circumstances where B is also the sole director of C and C is to be the company secretary of company A, and |
(c) | that director must not be a corporation the sole director of which is to be the company secretary of the proposed company - section 283(4)(b) of the Companies Act 1985. For example, proposed company A must not have as its sole director company B in circumstances where B's sole director is C (whether C is a natural person or a company) and C is to be the company secretary of company A. |
| Companies House takes the view that the restrictions in (a), (b) and (c) above do not operate if there is more than one company secretary. For example, with regard to the restriction mentioned in (a) above, Companies House will register a private company with one director and two company secretaries, where one of the company secretaries is also the sole director. So the director could be A and the company secretaries could be A and B. In this example however, the company would clearly be in breach of section 283 of the Companies Act 1985 if B subsequently resigned as one of the company secretaries of the company, leaving A as both the sole director and the sole company secretary.
| Private companies generally
| A director of a private company (such as both of UKcorporator's standard company configurations):
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| may also be a member/shareholder of the company - (for example, a sole director may be the member/shareholder, or one of the members/shareholders if there is more than one - similarly, if there is more than one director, any of them may also be a member/shareholder);
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| need not be a natural person - a company or Scottish firm may be appointed as a director of another company. This is implicit in various provisions of the Companies Act 1985 (e.g. sections 289(1) and 305(4));
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| need not have any special formal qualifications;
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| must not have been disqualified by a court from acting as a company director (unless he or she has been given leave (permission) by a court to act as a director for a particular company);
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| must not be an undischarged bankrupt (except with leave of the court) - section 11(1) of the Company Directors Disqualification Act 1986;
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| in the case of a company proposed to be registered in Scotland (as opposed to 'England and Wales') - must not be under the age of 16 - section 1(1)(a) of the Age of Legal Capacity (Scotland) Act 1991;
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| in the case of a company proposed to be registered in 'England and Wales' (as opposed to 'Scotland') - need not be of any particular minimum age, however, careful consideration should be given as to whether a proposed director who is a minor, has the legal capacity to consent to act as a director and to carry out the duties of a company director;
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| need not be younger than any particular age (i.e. there is no maximum age limit) unless the private company is a subsidiary of a public company. (If the private company is a subsidiary of a public company, a director of the subsidiary must not be over the age of 70 unless specifically approved by a general meeting of the company - section 293 of the Companies Act 1985. The word 'subsidiary' is defined in sections 736 and 736A of the Companies Act 1985.);
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| may be a non-British national - however, it is possible that UK immigration laws may restrict the work activities which such a director may undertake whilst in the UK. If in doubt, advice may be sought from the Home Office Immigration and Nationality Directorate; and
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| may, under the Companies Act 1985, be from an overseas country (i.e. outside of England, Wales or Scotland in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts). Nevertheless, this general proposition may be subject to any applicable foreign investment rules which may apply from time to time. |
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