Companies House Ap01 Form Download
Alayna Rother
Limited companies must always have a minimum of one natural (human) director. Therefore, if a sole natural director resigns or is removed from a company, a new director should be appointed beforehand or at the same time as the removal.
After incorporation, director appointments need to be carried out using a formal process. For this, the director should sign a letter of consent confirming they wish to act as director for the company, and a majority of members must approve the appointment of a new company director by passing an ordinary resolution.
If you wish to appoint a corporate director, then the process is exactly the same. However, the company that the corporate director is being appointed to must have at least one other director who is a natural person.
1st Formations Online Company Manager is the quickest and easiest way to file these details online. Information is sent electronically to Companies House. The public register is then updated with the new details within 48 hours.
If there is no significant reason to withhold a middle name, it would be best to avoid any potential problems by simply including it at the time of company formation or whenever a new director is appointed.
Directors do not require any formal qualifications. The role is predominately managerial and administrative, but many individuals also have specific professions or business occupations in addition to their role as a company director.
Often, their occupation will form a large part of their role as a director. For example, perhaps they are a qualified accountant or lawyer, a sales or marketing executive, an IT specialist, an HR manager, or a chartered secretary.
If the wrong date of birth has been registered for a director, the only way this information can be changed is by filing a replacement appointment form or, if the incorrect date was added on incorporation, by submitting forms RPCH01 and form RP02a.
If a director resigns within the terms of his or her contract, or you ask a director to take voluntary resignation to avoid dismissal proceedings, you should notify Companies House online or by post using Form TM01 within 14 days of the resignation.
If the reason for termination is not covered in the articles of association, the shareholders can remove a director by passing a resolution under section 168 of the Companies Act 2006. This procedure is often used when shareholders are unhappy with the general performance of a company director.
Our software filing service also allows you to file copies of resolutions, if applicable, to support the termination. Information is sent electronically to Companies House, and the public register is updated accordingly within approximately 48 hours.
If a director fails to meet the legal requirements of the role, as outlined in the Companies Act 2006 and the articles of association, they can be removed from the company and disqualified as a director.
Disqualified directors can be banned for a period of up to 15 years. They are also prohibited from being the director of a foreign company with UK connections; being involved in forming, marketing or running another company; or being a member (partner) of a Limited Liability Partnership (LLP).
Following a complaint, a letter will be sent to the director outlining the allegations, the intention to proceed with the disqualification investigation, and the ways in which the director is entitled to respond.
Details of disqualified directors are added to the Disqualified Directors Register by Companies House. This information is available to all members of the public. In some situations, it is possible to apply to the Court to revoke a ban or to lift the restrictions of bankruptcy, but such applications are assessed on a case-by-case basis.
As a shareholder, you will retain the same percentage of ownership and control (unless you sell some of your shares) and you will still be entitled to receive surplus profits through dividend payments. You will also remain fully liable for contributing the value of your shares toward company debts.
Selling a company can sometimes be difficult, particularly in the current financial climate, but if your business is viable, profitable, and sustainable, you may stand a good chance of attracting a buyer.
This all depends on certain factors like current market conditions, the value of your business, the availability of potential buyers, financial regulations, interest rates on borrowing, and market trends.
As part of the company dissolution process, you will be required to inform all relevant parties associated with your company that you are planning to close. You should contact HMRC to pay any remaining tax liabilities, and you should file annual accounts and a Company Tax Return.
The closure of the company will be advertised by Companies House in your local Gazette. This is to allow objections to be raised by any third parties (e.g. creditors) who may oppose the closure. All being well, it will be struck off and closed within 3 months.
My Questions
1.Does this affects the outcome or require additional steps to open the business bank account?
2.Can we still get an account or would it be easier if I removed him as a director?
Many UK banks have certain restrictions when it comes to dealing with companies with non-UK resident directors. However, if you look at Wise (formerly TransferWise), they are more likely to be willing to take you on with a Business account, as they specialise in cross-border transactions.
Hi there.
A (hopefully) quick question. I am being asked to complete form AP01 by the developer we are buying a house from, in order to join (in some way) the development management company. I have no issue in becoming a member of said company, but surely completing my own details on form AP01, and then signing the bottom, means that in effect I am appointing myself as a director. Surely this is not correct (or even legal).
Charles.
The key thing here is that the company in question needs to go through the proper procedure to appoint you as director first (this is normally achieved by a decision of either the existing directors or the members). Once this has been completed, the AP01 is submitted to Companies House.
Would you happen to know whole enforces article 4 and 5 of section 167 of the Companies Act 2006. I had my name registered as a director for over 2 years after I resigned and the company refused to remove it. Would it be Companies House that enforces article 4 and 5?
We are sorry that Companies House were unable to provide you with any further guidance on this matter. We would note that they are due to receive new powers that will enable them to interrogate some of the information that is filed with them, however in this situation we would suggest you may want to seek legal advice as regards your next course of action.
The sole director has gone ahead and appointed a friend as a director without the shareholder involvement which I think is a breach of the company articles. Could you please let me know if the sole director could legally do this without asking for a resolution to be passed by the shareholders?
For the avoidance of doubt, companies utilising the model articles are required to have at least one director to be appointed at all times. This is in line with the Companies Act 2006, which reduced the minimum number of directors that private limited companies are required to have from two to one (although the minimum of two directors remains in place for public limited companies).
In relation to your questions, the first thing to note is that article 17 permits directors to appoint another director. That there is only one director to make that decision would not normally impact this. The involvement of the shareholders in the appointment is not usually required if this authority is exercised (although shareholders do of course retain the right appoint directors by themselves passing an ordinary resolution).
In relation to director meeting quorums, the Companies Act 2006 is largely silent on this. Generally speaking, however, it is something that needs to be addressed by the articles of association themselves, and this appears to be the reason for its explicit inclusion in the model articles.
If you follow the model articles, English grammar and the articles Defined Terms to the letter it does seem to state that there must be at least two directors to appoint a further director. There is nothing in there that states otherwise. E.g. if the articles defined terms stated the word directors meant office of directors this would be different. For the word to mean anything other than what it wrote as in the English dictionary would this not have to be written in the articles defined terms?
Even if there is a error with the grammar of the model articles this should have been picked up on when the company was formed and signed up to the model articles. Would I not be correct in saying that as soon as the company and director(s) signed up to the model articles they must be followed even if it is thought that there is a error in them?
Sorry for pushing this, I just want to make sure that it is 100% correct that a sole director can appoint a second director while following the articles to the letter. This is very important to my company.
Unfortunately your question is beyond our experience level and we would recommend seeking the advice of a corporate solicitor to get a definitive answer on your question, if such a thing is possible. If you require a referral to a corporate solicitor for such paid advice, please get in touch and we may be able to help you.
Bushell v Faith is a well-established and fairly common means of providing directors (who are also shareholders) with an extra level of protection from being removed. In essence, the director who is to be removed is given extra voting power as regards the resolution to remove him, to attempt to prevent this from happening.
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