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Director registration

Director registration

By law must directors be registered at Companies House. Obviously it is desirable but I know many businesses where some of the directors are not registered as such.

Is it legally required? Could this cause any problems for either the company or the 'director'?

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By Kevkava
23rd Feb 2016 13:09

Yes, they do. How many businesses do you know where this is not the case? How do they complete their annual returns honestly? Do they appear as directors on the accounts? Do you act for them, I hope not?

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23rd Feb 2016 13:26

If they are not registered as directors, they are not directors. Registration is all.

But they may be shadow directors. I suggest you google shadow directors if you want to know more.

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23rd Feb 2016 13:38

Or not directors at all...

Often people are given a jobtitle of Director (e.g. Sales Director) without them having to be a company director. This happens all the time and it is for the compnay to make sure it knows the difference between the two and is clear with staff, suppliers etc. 

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23rd Feb 2016 13:39

Registration is not all. Whether you are a director or not can be determined by your actions, not by whether Companies House have been notified or not.

A de facto director (meaning a director in fact or in reality) is someone who has not been properly appointed and notified to Companies House as a director but who nevertheless acts as a director and holds themselves out to third parties as a director. Sometimes (but not always) they will have the word ‘director’ as part of a job title.

The de facto director will usually carry out all the duties of a director and can make the decisions of a director, sign company documents and be treated as a director by de jure directors. It is the role of the individual, rather than the title used that determines whether an individual is a director or not.

The de facto director is also subject to the same legal duties, responsibilities and potential liabilities as de jure directors and will be treated as such by the courts in the case of a dispute.

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23rd Feb 2016 13:54

Yes what you call de facto director is what I call a shadow director. When I said registration was all I meant that it was the sine qua non of a de jure director

So I think we are saying the same thing.

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By GW
23rd Feb 2016 15:36

Registration should follow appointment

The process of appointing a director is not dependent on notifying Companies House

See Companies Act 2006 s.167

The appointment of a director needs to be registered with Companies House within 14 days, there is a penalty for not notifying. The notification is separate from the process of appointing the director.

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23rd Feb 2016 15:50

Director fine for not noticing companies house

You are a director in law if the company is habitually used to following your direction, or if you are registered with companies house.  so anyone not registered who routinely directs the company, or holds themselves out as a director and the company endorses that, is a director, if they are registered or not,so there is no difference or problem BUT

 

If you are a director you must by law be recorded on the Annual return, there is a fine for not filling that in correctly, you must be listed on the accounts, there is a fine for not doing that

you will almost certainly need to tell the bank as part of the companies contract with them, and not doing so will invalidate the bank account

 

So basically the answer is yes there are significant problems with not registering

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