Changing directors is a normal part of running a company in the UK. Founders step back, new executives join, and boards evolve with business growth. But every director change triggers statutory obligations: you must notify Companies House using the correct forms within strict deadlines.
Failing to do so risks penalties, inaccurate public records, and potential issues with banks, investors, or regulators. This guide offers a step-by-step compliance overview for filing director changes, whether you are appointing a new director, removing a departing director, or updating existing director details.
Why Director Filings Matter
Every company must keep accurate records of directors with Companies House. These records are publicly searchable and form part of the UK’s corporate transparency framework.
Director filings matter because:
- Legal compliance – Companies Act 2006 requires up-to-date director information.
- Investor trust – Investors check board composition during due diligence.
- Banking and contracts – Banks and suppliers rely on official records.
- Avoiding penalties – Late or missing filings can lead to fines or director liability.
- Governance – Maintaining an accurate register protects both the company and its directors.
Legal Framework for Director Changes
The Companies Act 2006 governs director appointments, removals, and filings. Key provisions include:
- Section 167 – Requires companies to notify Companies House of director changes within 14 days.
- Section 155 – Requires every company to have at least one natural director (not a corporate body).
- Section 168 – Allows shareholders to remove a director by ordinary resolution.
- Section 162 – Requires companies to maintain registers of directors and residential addresses.
Non-compliance is a criminal offence for the company and its officers. This framework explains why even minor changes (like an address update) must be reported.
Overview of Companies House Director Forms
When filing director changes, three forms are most relevant:
- AP01 (Appointment of Director) – Used when appointing a new director.
- TM01 (Termination of Appointment) – Used when removing a director.
- CH01 (Change of Director’s Details) – Used when updating details of an existing director.
Each must be filed within 14 days of the change.
Step 1: Appointing a New Director
Legal Requirements
- At least one director is required for a private limited company.
- Directors must be over 16 and not disqualified.
- At least one director must be a natural person.
Process
- Board Resolution – Hold a board meeting or pass a resolution to appoint.
- Gather Details – Full name, service address, residential address, date of birth (month/year only), nationality, occupation.
- File AP01 Form – Submit electronically via Companies House WebFiling or paper form.
- Update Internal Registers – Add to the Register of Directors and Register of Directors’ Residential Addresses.
- Issue Appointment Letters – Provide official confirmation to the new director.
Timeline
Must be filed within 14 days of appointment.
Step 2: Removing a Director
Directors may leave voluntarily, be removed by the board, or retire.
Process
- Resolution – Depending on company articles, removal may require board or shareholder approval.
- File TM01 Form – Submit termination details to Companies House.
- Update Internal Registers – Remove the director’s name from statutory registers.
- Communicate – Inform banks, auditors, and key stakeholders.
Timeline
Must be filed within 14 days of removal.
Common Issues
- Forgetting to file TM01 leads to ex-directors still appearing on Companies House.
- Not removing promptly may give ex-directors unintended legal exposure.
Step 3: Updating Director Details
Even small changes must be reported:
- Change of service address
- Change of residential address
- Name changes (e.g., after marriage)
- Corrections to spelling
- Updates to occupation or nationality
Process
- Prepare New Information – Verify documentation (e.g., deed poll for name change).
- File CH01 Form – Submit with corrected details.
- Update Registers – Reflect the change in company records.
Timeline
Must be filed within 14 days of change.
Director Responsibilities and Consequences
Being listed as a director carries personal legal responsibilities. If Companies House records are inaccurate:
- Directors may face liability for company actions after departure.
- Creditors and banks may pursue directors listed in error.
- Directors may miss legal communications if addresses are outdated.
Filing director changes protects both the company and the individuals involved.
Deadlines and Penalties
- Deadline: 14 days for all AP01, TM01, and CH01 filings.
- Penalties: Failure to comply can result in fines for both the company and its officers.
- Reputational risk: Outdated records undermine credibility with lenders and investors.
Common Mistakes in Director Filings
- Using the wrong form – e.g., filing CH01 instead of TM01.
- Late filings – Missing the 14-day statutory deadline.
- Incorrect addresses – Service addresses must be valid; PO boxes are not always accepted.
- Incomplete details – Missing middle names or incorrect DOB formats.
- Neglecting internal registers – Filings must be mirrored in company registers.
- Failure to notify banks/investors – Outdated records create operational delays.
Example: Director Changes After Investment
Your startup closes a Series A round. Investors require appointing a new CFO to the board. You must:
- Pass a board resolution.
- File AP01 to appoint the CFO.
- Update the Register of Directors.
- Inform the bank and auditors.
Six months later, a co-founder resigns. You file TM01 within 14 days to remove them. Later, the CFO changes address, you file CH01 to update details.
Each step ensures Companies House records remain accurate.
Best Practices for Director Filings
- Always prepare resolutions and supporting documents.
- Track deadlines using a compliance calendar.
- Keep internal registers consistent with public records.
- Double-check forms before submission to avoid rejection.
Pain Points Companies Face
Startups
Fast-moving startups often forget compliance while focused on growth. Missing filings during funding rounds can spook investors.
SMEs
Smaller companies lack in-house compliance staff, relying on overstretched directors to handle filings.
Cross-Border Entities
Companies with global operations struggle to align UK filings with international governance requirements.
Practical Example
A UK startup expanding into the US appointed two new directors but failed to file AP01 on time. During due diligence for investment, the mismatch between Companies House and internal records raised red flags, delaying funding.
Why Outsource Director Filings?
Outsourcing ensures:
- Accuracy – Forms completed correctly the first time.
- Efficiency – Faster filings and fewer rejections.
- Compliance – Deadlines met automatically.
- Risk reduction – Avoid penalties and reputational harm.
- Scalability – Manage multiple entities or subsidiaries without strain.
How Commenda Helps with Director Filings
Commenda is a trusted global compliance platform. For UK director changes, Commenda provides:
- Automated compliance tracking – Alerts you before deadlines.
- Seamless online filings – AP01, TM01, and CH01 managed digitally.
- Expert support – Ensure filings and registers are correct.
- Centralized record management – Securely store resolutions, registers, and filings.
- Scalable compliance – Manage UK director changes alongside cross-border filings.
Whether you’re appointing a new director after funding, removing a departing founder, or simply updating addresses, Commenda ensures compliance without stress.
Book a demo with Commenda today to simplify your Companies House filings.
