A guide to limited company officers

What is a company officer?

A company officer is a person who holds a formal role in running a company and whose details are on the public register at Companies House. For a private limited company, the officers are:

• Directors – who manage the company day to day and make decisions on its behalf
• Company secretary – an optional role for private companies that handles administration

Shareholders (also called members) own the company but are not officers just because they own shares. Many small companies have one person who is both the only shareholder and the only director.

Directors

Every private limited company must have at least one director. That director must be a natural person (a real human, not only another company) and aged 16 or over. Directors can live anywhere in the world – there is no rule that a director must live in the UK.

Directors have legal duties set out in the Companies Act 2006. In plain words, a director must:

• act within the company's constitution (its articles of association)
• promote the success of the company for the benefit of its members
• use independent judgement
• use reasonable care, skill and diligence
• avoid conflicts of interest and declare any interest in a proposed deal
• not accept benefits from third parties because of their role

Directors are also responsible for making sure the company files its accounts, confirmation statement and tax returns on time. Missing filings can lead to penalties and, in serious cases, a director can be disqualified.

Identity verification for directors

Since 18 November 2025, every new director must verify their identity with Companies House before they can be appointed. This can be done through GOV.UK One Login or through an Authorised Corporate Service Provider (ACSP). Form My Company is an ACSP, so we can complete the check for you, remotely. Each verified person gets a personal code, which is then used when the company files their appointment.

Existing directors verify when the company files its next confirmation statement, during a 12-month transition period that ends around 18 November 2026. If you are a director of an older company and have not verified yet, check when your next confirmation statement is due.

Company secretary

Private limited companies do not have to appoint a company secretary. If there is no secretary, the directors take on the administrative tasks themselves, such as keeping registers and filing documents.

Some companies still appoint one, because it helps to have one person responsible for paperwork, minutes and deadlines. A public limited company (PLC) is different: it must have a company secretary who is suitably qualified, and at least two directors.

People with significant control (PSCs)

A PSC is not an officer, but the company must record and report who they are. Broadly, a person is a PSC if they:

• hold more than 25% of the shares
• hold more than 25% of the voting rights
• have the right to appoint or remove a majority of the directors
• have significant influence or control over the company in another way

Like directors, new PSCs must verify their identity with Companies House.

Appointing and removing officers

Appointing a new director or secretary usually follows the steps in the company's articles. For most small companies:

1. The board or shareholders agree the appointment (often by written resolution or board minutes).
2. The new director verifies their identity and gets a personal code.
3. The company notifies Companies House of the appointment (form AP01 for a director) within 14 days.
4. The company updates its own register of directors.

Removing a director works in a similar way. A director can resign by giving written notice, or shareholders can remove them by ordinary resolution under the Companies Act, following the correct notice procedure. Companies House must be told (form TM01) within 14 days. If the company would be left with no director at all, a new one must be appointed first.

Service address and privacy

Each officer must give a service address, which appears on the public register. This can be different from their home address. Their home address is collected but kept off the public record. Many directors use a professional address so their home does not appear on letters, invoices or websites.

Common mistakes

• Forgetting to tell Companies House about a change within 14 days.
• Appointing someone before they have verified their identity.
• Assuming a shareholder automatically has the powers of a director.
• Leaving the company with no director after a resignation.

If you are unsure about a director's duties in a specific situation, speak to a solicitor.

How Form My Company can help

We take care of officer changes from start to finish. Our Director Appointment and Resignation service prepares the board minutes and resolutions and files the forms with Companies House. As a Companies House ACSP, we can verify a new director's identity for you, remotely, and give them their personal code. A Director Service Address keeps your home address off the public register.

Frequently asked questions