Part 10 U.K. A company's directors

Modifications etc. (not altering text)

C1 Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C2 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

Chapter 1 U.K. Appointment and removal of directors

Appointment U.K.

[F1 156C Existing director who is not a natural person U.K.

(1) In this section “the relevant day” is the day after the end of the period of 12 months beginning with the day on which section 156A comes into force.

(2) Where—

(a) a person appointed a director of a company before section 156A comes into force is not a natural person, and

(b) the case is not one excepted from that section by regulations under section 156B,

that person ceases to [F2 hold office by virtue of that appointment] on the relevant day.

[F3 (2A) Nothing in this section affects any liability of a person under any provision of the Companies Acts or any other enactment, if, having ceased to hold office by virtue of subsection (2), the person—

(a) purports to act as director, or

(b) acts as shadow director.]

[F4 (3) The company must—

(a) make the necessary consequential alteration in its register of directors, and

(b) give notice to the registrar of the change in accordance with section 167.

(4) If an election is in force under section 167A in respect of the company, the company must, in place of doing the things required by subsection (3), deliver to the registrar in accordance with section 167D the information of which the company would otherwise have been obliged to give notice under subsection (3).

(5) If it appears to the registrar that—

(a) a notice should have, but has not, been given in accordance with subsection (3)(b), or

(b) information should have, but has not, been delivered in accordance with subsection (4),

the registrar must place a note in the register recording the fact.]

[F4 (3) If it appears to the registrar that, as a result of subsection (2), a company should have given notice under section 167G of a person having ceased to be a director but has failed to do so, the registrar must include a note in the register recording that fact.]]

Textual Amendments

F1 Ss. 156A-156C inserted (4.3.2024 for specified purposes) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 87(4), 164(1); S.I. 2024/270, reg. 2

F2 Words in s. 156C(2) substituted (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 41(2)(a), 219(1)(2)(b); S.I. 2024/269, reg. 2(z5)

F3 S. 156C(2A) inserted (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 41(2)(b), 219(1)(2)(b); S.I. 2024/269, reg. 2(z5)

F4 S. 156C(3) substituted for s. 156C(3)-(5) (4.3.2024 for specified purposes) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 27; S.I. 2024/269, reg. 2(z10)