Appointing a new director

[mcgrubso]

Hi,

If it is decided at a Board of Directors meeting that there is to be a change in the management of the company - specifically appointing of a new Managing Director, and also a change of an existing executive Director to a non-executive role, once the changes have been agreed and documented in the minutes and filed with the company's statutory documents, is that all that needs to be done? Is there also a requirement to notify Companies House (or anyone else) about the change?

Thanks in advance for any advice on this.

 

[Scalloway]

Yes you must notify companies house. You can get the form here

http://www.companieshouse.gov.uk/forms/formsOnline.shtml

 

[teddys]

appointing of a new Managing Director

If the new manging director is a new director joining the Board you will need to file form AP01 with the companies house within 14 days of the appointment

 

[mcgrubso]

Thanks for the replies.

I'm actually slightly confused about the job title, Managing Director. It seems to not actually have an official definition in the UK.

Can someone be Managing Director and responsible for managing the day to day running of a company and not actually be an official director on the Board?

 

[teddys]

Can someone be Managing Director and responsible for managing the day to day running of a company and not actually be an official director on the Board?

Directors take decisions collectively, unless they delegate the powers to any one member of the Board. This is where the executive and non-executive divide comes from. The Board can also delegate all their powers to any person, whether a member of the Board or not. However, it is ideal that person is not titled a managing DIRECTOR. Other titles such as CEO should be a better choice.

 

[The Resolver]

If, as a fact, he is not a Director, ie not appointed formally to the Board, then he does not become a director just by allowing/requiring him to use the word in his title. You often have 'Sales Directors' and 'Finance Directors' who do not sit on the Board.

However, it is unwise for someone to operate under such a title if he is not on the Board since he may well assume thereby some legal liability should any offences be committed, eg trading whilst insolvent. Whether you use the D word or not, if you in fact carry out some degree of control and decision making of the company, even if only in one area or work, you could be considered a shadow director and thereby be exposed to the same potential liabilities as a director. Using the D word just makes the evidence in support of such liability the more stronger since you will have allowed yourself to be held out on that basis. If you do take on such a title you should have a written indemnity by the directors personally for any losses you thereby suffer not caused by your own default.