Appoint directors and a company secretary

Your company must have at least one director. Directors are legally responsible for running the company and making sure company accounts and reports are properly prepared.

A director must be 16 or over and not be disqualified from being a director.

Directors do not have to live in the UK but companies must have a UK registered office address.

Directors鈥� names and personal information are publicly available from Companies House.

Directors must provide a service address (or 鈥榗orrespondence鈥� address), which will also be publicly available. If they use their home address, they can ask Companies House to remove it from the register.

Company secretaries

You do not need a company secretary for a private limited company. Some companies use them to take on some of the directors鈥� responsibilities.

The company secretary can be a director but cannot be:

  • the company鈥檚 auditor
  • an 鈥榰ndischarged bankrupt鈥� - unless they have permission from the court

The restrictions placed on a person when they鈥檙e made bankrupt usually end when they鈥檙e free from their debts (known as 鈥榙ischarged鈥�). You can check if someone has been discharged using the Insolvency Register.

Even if you have a company secretary, the directors are legally responsible for the company.

Part of Set up a limited company: step by step

  1. Step 1

    1. Check what a private limited company is

    How you set up your business depends on what sort of work you do. It can also affect the way you pay tax and get funding.

    Most businesses register as a limited company or a sole trader.

    1. Find out about the different ways to set up a business
    1. Get help deciding how to set up your business

  2. Step 2

    1. Check whether you'll be limited by shares or guarantee

  3. Step 3

    You must appoint a director but you do not have to appoint a company secretary.

    1. Find out what directors are responsible for
    2. You are currently viewing: Check who can be a director or company secretary

  4. Step 4

    You need at least one shareholder, who can be a director.

    1. Check how to choose shareholders for a company limited by shares
    2. Find out how dividends from shares are taxed

  5. or

    You need at least one guarantor who can be a director.

    1. Check how to choose guarantors for a company limited by guarantee

  6. and

    You need to identify people with significant control (PSC) - for example, anyone with more than 25% of the shares or voting rights.

    1. Find out what counts as a PSC

    You'll confirm these when you register your company with Companies House.

  7. Step 5

    1. Check the rules for company names
    3. Check existing trade marks

  8. Step 6

    You need to prepare documents agreeing how to run your company. These documents include the :

    • 'memorandum of association'
    • 'articles of association'
    • 'statement of capital'
    • 'statement of guarantee'
    1. Find out how to create these documents

  9. Step 7

    1. Check the company and accounting records you must keep

  10. Step 8

    You'll need to register an official address and choose a SIC code - this identifies what your company does.

    1. Check the rules for registered office addresses and email addresses
    2. Check what your SIC code is
    3. Register your company with Companies House

  11. Step 9

    There are some things you may need to do once you've registered a limited company.

    1. Add Corporation Tax services to your business tax account
    2. Check the next steps for your limited company