Companies Act 2006

Requirement to have directors

154 Companies required to have directors

(1) A private company must have at least one director.

(2) A public company must have at least two directors.

155 Companies required to have at least one director who is a natural person

(1) A company must have at least one director who is a natural person.

(2) This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.

156 Direction requiring company to make appointment

(1) If it appears to the Secretary of State that a company is in breach of—

• section 154 (requirements as to number of directors), or

• section 155 (requirement to have at least one director who is a natural person),

the Secretary of State may give the company a direction under this section.

(2) The direction must specify—

(a) the statutory requirement the company appears to be in breach of,

(b) what the company must do in order to comply with the direction, and

(c) the period within which it must do so.

That period must be not less than one month or more than three months after the date on which the direction is given.

(3) The direction must also inform the company of the consequences of failing to comply.

(4) Where the company is in breach of section 154 or 155 it must comply with the direction by—

(a) making the necessary appointment or appointments, and

(b) giving notice of them under section 167,

before the end of the period specified in the direction.

(5) If the company has already made the necessary appointment or appointments (or so far as it has done so), it must comply with the direction by giving notice of them under section 167 before the end of the period specified in the direction.

(6) If a company fails to comply with a direction under this section, an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.