- Product
- Pricing
-
Insights
Insights
Explore >
Up to top (this text gets replaced by JS) Up a level (this text gets replaced by JS)
- Discover
- Press Centre
- Articles
- Research and Guides
- Events
- FAQs
- A strategic guide for navigating legal entity compliance in 2025 and beyond
- Remain Legally Compliant in 2025
- Contact Us
Changing the BOD in UK can seem routine, yet every tweak to the board carries statutory deadlines, disclosure duties, and personal liability. This article walks legal, tax, and compliance teams through the process, pre‑meeting prep, filings, shareholder rights, and the fines that follow mistakes, using plain English and practical tips.
Why does a BOD in UK change matter?
A director appointment or departure reshapes control, triggers Companies Act filings, and may even shift tax residence. Under the Companies Act 2006, the company and every officer face criminal liability for late or inaccurate filings. Accuracy and speed are therefore essential.
What information must we gather before a BOD in UK update?
- Articles of Association and shareholder agreements: check notice, quorum, and voting rules.
- Statutory eligibility: the board must always include ≥ one natural person (ss. 154–155) and every director must be ≥ 16 years old (s. 157).
- Conflicts: obtain fresh declarations; directors must still meet duties in ss. 171‑177.
- Service contracts: note notice periods, termination payments, restrictive covenants (s. 228).
- Banking mandates and powers of attorney: line up updates so signatory lists reflect the post‑change board.
How do we run the board meeting lawfully?
- Issue proper notice under the Articles; attach draft resolutions.
- Open the meeting: confirm quorum, remind directors of duties, record conflicts.
- Vote: pass the appointment or removal. Public companies must vote on each appointment separately (s. 160).
- Minute everything: date, time, attendees, wording of resolutions, voting result, authority to file. Keep minutes 10 years (s. 248).
Which filings hit Companies House—when and how?
File within 14 days of the effective date:
- AP01 – appointment (include the director’s consent).
- TM01 – termination.
Late filings expose both the company and each defaulting officer to fines up to £5,000 plus daily penalties (s. 167).
How do shareholder rights shape a BOD in UK switch?
- Voluntary resignation: the director delivers written notice (Model Articles, art 18 (f)).
- Removal: shareholders pass an ordinary resolution after 28 days’ special notice (s. 168). The outgoing director can speak or send written representations (s. 169).
- If member approval is required, minute the general meeting separately and keep those minutes for 10 years.
Do foreign nationals create extra hurdles?
Foreign nationals can serve provided they meet UK eligibility rules.
- Immigration: attending UK board meetings fits the Business Visitor route; executive work in the UK needs a work‑permitting visa.
- Identity verification: from late 2025, all directors—UK or foreign—must pass Companies House digital ID checks (s. 167M).
- PAYE & NIC: if the director performs duties in the UK, operate PAYE on UK‑sourced pay and assess NIC exposure.
How does a compliant hand‑over look?
Outgoing directors must:
- Brief the board on open matters.
- Return company property, laptops, files, keys.
- Surrender passwords and intellectual property. Confidentiality and liability for past acts survive resignation (s 170).
What risks follow a missed step?
- Criminal fines for late filings (s. 167).
- Public annotation of the register and reputational damage.
- Potential director disqualification under the Company Directors’ Disqualification Act 1986.
- In regulated sectors, failure to notify can void the appointment or trigger FCA sanctions.
What’s next?
Managing a director change requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article Changing a Director in Turkey? Here’s How to Get It Right.
Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:
- Request a Demo – See Klea in action for your organisation.
- Start a Trial – Experience firsthand how automation reduces workload and improves efficiency.
- Talk to Our Experts – Get tailored recommendations based on your entity management needs.
Company secretarial software solutions play a crucial role in modern businesses that require structured governance, consistent compliance, and accurate legal entity management. With Klea, organisations can ensure corporate governance remains efficient, transparent, and risk‑free.
Legal Disclaimer
The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.
For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.