Who can become a limited company director?

Becoming a director of a limited company can be very rewarding, although the position brings with it a number of responsibilities.

As a director, you must also follow certain statutory rules in addition to your obligations to the company and employees.

Although almost anyone can hold the position, not everyone is suited to the role.

In fact, certain individuals are disqualified from running a company. So what exactly are the rules governing the appointment of a company director?

Age limit applies

While there is no upper age limit on individuals who can be company directors, the Companies Act 2006 imposed a minimum age limit of 16.

See section 157 of the Companies Act 2006 for the minimum age requirement.

Disqualifications

You can’t become a director if:

• You are disqualified by the company’s articles of association – the rules that relate to the running of the company.
• You are an undischarged bankrupt, unless you have permission from the court.
• You have been disqualified from being a director.
• You are the company’s official auditor.

It’s important to note that under section 216 of the Insolvency Act 1986, as the director or shadow director of a company that has gone into insolvent liquidation, you may be prohibited from being a director or being involved in the formation or running of a company with the same or a similar name for five years.

There are exceptions to these rules, so professional advice should be taken if this situation applies to you.

However, directors aren’t automatically disqualified from being appointed a director of another company because a previous company they worked for went into liquidation. Director disqualification is a separate legal process.

Directors must now verify their identity

Since 18 November 2025, identity verification has been a legal requirement for company directors.

A new director must verify their identity before they can be appointed and provide their Companies House personal code as part of the appointment process.

Existing directors are being brought into the system during the transition period and must provide their personal code in connection with the company’s confirmation statement when their verification requirement falls due.

You can verify directly through Companies House or use an Authorised Corporate Service Provider (ACSP). See our guide to Companies House identity verification for directors and PSCs.

Use of corporate directors

UK companies can still have a corporate entity as a director, provided the company also has at least one director who is a natural person.

Restrictions on corporate directorships were due to be introduced in 2016 as part of the government’s plan to encourage greater accountability and transparency, but this didn’t happen then.

The Economic Crime and Corporate Transparency Act 2023 provides for tighter restrictions on the use of corporate directors.

However, these reforms are being introduced in stages. Companies House has stated that further requirements affecting corporate directors will commence later.

For that reason, if you are considering appointing a corporate director, check the current Companies House requirements before doing so.

Service contract

You don’t have to be employed by the company or a shareholder to become a director. A director may also have a service contract with the company.

Where a director has a service contract, the company is subject to statutory requirements concerning the availability of the contract or a memorandum of its terms for inspection.

The director’s appointment and required details must be reported to Companies House, but the service contract itself is not registered there as part of the appointment.

A person can also be treated as a shadow director in some circumstances where the company’s directors are accustomed to acting in accordance with that person’s directions or instructions. However, professional advice given by a lawyer, accountant or other adviser does not by itself make that person a shadow director.

Non-executive directors

A non-executive director may be less involved in a company’s management but is still a full member of the board of directors and, as such, shares responsibility for the company.

In terms of statutory rules, the law doesn’t distinguish between the duties of executive and non-executive directors, so if you’re appointed as a non-executive director, you need to understand what the other board members are doing and how the business is being run.

Duties as a director

As mentioned above, as a company director you are in a position of trust.

The extent of your authority will depend on the company’s articles of association. While you may have duties specific to your expertise, the Companies Act 2006 sets out seven general duties which apply to directors:

• Act within your powers and follow the company’s constitution.
• Promote the success of the company for the benefit of its members as a whole, while having regard to factors including employees, business relationships, the community and the environment.
• Exercise independent judgement.
• Exercise reasonable care, skill and diligence.
• Avoid conflicts of interest.
• Not accept benefits from third parties where this would breach your statutory duty.
• Declare an interest in a proposed transaction or arrangement with the company.

You can read the Companies House guidance on being a company director for more information about these duties.

Directors also have other legal responsibilities. Among other things, you must ensure that the company meets its filing and accounting obligations, and additional duties apply if the company becomes insolvent.

If a company becomes insolvent, directors’ priorities change and they must consider the interests of creditors. Directors should not simply allow an insolvent company to continue trading where doing so could amount to wrongful or fraudulent trading.

Directors must not seek or offer bribes or act fraudulently, and may have responsibilities under other legislation depending on the nature of the company’s business.

The above list is not exhaustive, and you should always ensure you fully understand your responsibilities before taking on the role of company director.

How many directors must a company have?

Every private limited company must have at least one director who is a natural person.

Directors do not have to live in the UK. However, when appointed they must provide Companies House with a service address and their usual residential address.

The service address appears on the public register. The residential address is normally kept private.

The company itself must have an appropriate registered office address in the part of the UK in which it is registered.

What about the company secretary role?

The company secretary role is optional for standard private limited companies. Before the introduction of the Companies Act 2006, it was mandatory.

However, public limited companies (PLCs) must appoint a company secretary.

You may still decide to appoint a secretary to undertake some of the company’s administrative roles.

A director can also be a secretary, although the director(s) are ultimately responsible for ensuring the company meets its legal obligations.