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Directors: Act now to appoint natural persons

29 June 2010

The Companies Act 2006 introduced a requirement for all companies to have at least one director who is a ‘natural person’.

The requirement came into force on 1 October 2008, but was subject to a grace period for companies who had no natural directors as at 8 November 2006.

This was a welcome respite for many companies, particularly within group structures, where a group company would often be appointed as the sole director of another member of the group.

The grace period ends on 1 October 2010. From that date, all companies must have at least one natural person as a director. Companies that have previously taken advantage of the grace period should be making arrangements now to appoint a new individual director to avoid missing the deadline.

Newly appointed directors can take advantage of the privacy provisions introduced by the Companies Act in October 2009, enabling individual directors to keep their residential addresses off the public record by giving a separate service address.

Existing directors may also choose to submit a separate service address, although this will not operate to remove record of their residential address from the company's historical public register. Until a separate service address is filed, Companies House will treat the residential address as the service address.

Separate from the statutory register of directors, a company must now also keep a confidential register of directors’ residential addresses.

The Companies Act deems the residential addresses of directors to be ‘protected information’ and companies should take steps to ensure that such information is not disclosed without the consent of the director concerned.

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Adam Hewitson

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