Adding or removing directors and shareholders

Check the articles for who has the power to appoint, obtain the person's written consent, pass the resolution, update the register of directors and register of directors' residential addresses, and file AP01 within 14 days.

The appointee must be identity verified at Companies House. Verification is personal and reusable, so a director of other companies will already hold a code.

Resignation is the simple case: a written resignation, a board note and form TM01 within 14 days. Removal against the director's wishes requires the statutory procedure, including special notice and the right to make representations, unless the articles provide a workable alternative.

Removing someone as a director does not remove them as a shareholder, does not cancel their shares and does not end an employment contract. Those are three separate exercises, and confusing them is the most common and most expensive mistake.

Use a stock transfer form. Where the consideration exceeds £1,000, stamp duty at 0.5% is payable to HMRC and the form must be stamped before the register is updated.

The directors then approve the transfer if the articles require it, update the register of members, issue a new share certificate and report the change on the next confirmation statement.

Check authority to allot and whether pre-emption rights must be disapplied, pass the resolutions, issue certificates, update the register of members, and file the return of allotment (SH01) within one month.

New shares dilute existing holders and can change who is a person with significant control, so update the PSC register and file the change within 14 days of entering it.

Rates, thresholds and deadlines quoted here reflect the 2026/27 UK tax year. Check current GOV.UK guidance, or ask us, before relying on them for your own company.