In the UK, a company director is responsible for overseeing the management and strategy of a company. Generally, anyone of appropriate age can be a director. However, there are exceptions; individuals who are undischarged bankrupts or subject to a disqualification order (resulting from previous misconduct as a director) are prohibited from holding the position. While a Debt Relief Order (DRO) doesn't automatically disqualify someone from being a director, it's a serious matter that can raise concerns about a person's financial management abilities. Directors owe specific legal duties to the company, including acting within their powers, promoting the success of the company, exercising independent judgment, avoiding conflicts of interest, and exercising reasonable care, skill, and diligence. They can be appointed for a fixed term or indefinitely, as stipulated in the company's Articles of Association. Appointing a director, when there are multiple shareholders, typically involves a shareholder vote. The precise process is defined in the company's articles, but usually requires a majority vote at a general meeting.

Crucially, you do not need to be a UK citizen to be a company director in the UK; nationality is not a barrier to appointment.

Another officer which you may consider having in your business is a company secretary which is traditionally responsible for a company's administrative and compliance matters. Their duties can include maintaining statutory registers, filing documents with Companies House, ensuring the company adheres to legal and regulatory requirements, and advising the board of directors (if the company has more than one director) on governance issues. While once a mandatory role for all UK companies, the Companies Act 2006 removed this requirement for private companies.

Whether or not you need a company secretary for your UK company depends on its size and structure. Public limited companies (PLCs) are still legally obligated to have a qualified company secretary. However, private limited companies are not. Despite not being legally required, appointing a company secretary (or utilizing a company secretarial service) can still be beneficial, particularly for larger or more complex organisations. They can ensure compliance, free up directors' time, and provide expertise on corporate governance, which can be particularly valuable as a company grows. Ultimately, the decision hinges on your company's specific needs and resources.

Last edited 20.04.2025