Companies Act 2006

AppointmentU.K.

157Minimum age for appointment as directorU.K.

(1)A person may not be appointed a director of a company unless he has attained the age of 16 years.

(2)This does not affect the validity of an appointment that is not to take effect until the person appointed attains that age.

(3)Where the office of director of a company is held by a corporation sole, or otherwise by virtue of another office, the appointment to that other office of a person who has not attained the age of 16 years is not effective also to make him a director of the company until he attains the age of 16 years.

(4)An appointment made in contravention of this section is void.

(5)Nothing in this section affects any liability of a person under any provision of the Companies Acts if he—

(a)purports to act as director, or

(b)acts as a shadow director,

although he could not, by virtue of this section, be validly appointed as a director.

(6)This section has effect subject to section 158 (power to provide for exceptions from minimum age requirement).

158Power to provide for exceptions from minimum age requirementU.K.

(1)The Secretary of State may make provision by regulations for cases in which a person who has not attained the age of 16 years may be appointed a director of a company.

(2)The regulations must specify the circumstances in which, and any conditions subject to which, the appointment may be made.

(3)If the specified circumstances cease to obtain, or any specified conditions cease to be met, a person who was appointed by virtue of the regulations and who has not since attained the age of 16 years ceases to hold office [F1by virtue of that appointment].

[F2(3A)Nothing in subsection (3) affects any liability of a person under any provision of the Companies Acts or any other enactment, if, having ceased to hold office by virtue of that subsection, the person—

(a)purports to act as director, or

(b)acts as shadow director.]

(4)The regulations may make different provision for different parts of the United Kingdom.

This is without prejudice to the general power to make different provision for different cases.

(5)Regulations under this section are subject to negative resolution procedure.

[F3159Existing under-age directorsU.K.

(1)This section applies where—

(a)a person appointed a director of a company before section 157 (minimum age for appointment as director) comes into force has not attained the age of 16 when that section comes into force, or

(b)the office of director of a company is held by a corporation sole, or otherwise by virtue of another office, and the person appointed to that other office has not attained the age of 16 years when that section comes into force,

and the case is not one excepted from that section by regulations under section 158.

(2)That person ceases to be a director on section 157 coming into force.

(3)The company must make the necessary consequential alteration in its register of directors but need not give notice to the registrar of the change.

(4)If it appears to the registrar (from other information) that a person has ceased by virtue of this section to be a director of a company, the registrar shall note that fact on the register.]

[F4159ADisqualified person not to be appointed as directorU.K.

(1)A person may not be appointed a director of a company if the person is disqualified under the directors disqualification legislation (see subsection (2)).

(2)In the table—

(a)Part 1 defines “disqualified under the directors disqualification legislation” for the purposes of provisions of this Act so far as relating to—

(i)a company registered in England and Wales or Scotland, or

(ii)the delivery of a document to the registrar of companies for England and Wales or Scotland or a statement contained in such a document;

(b)Part 2 defines “disqualified under the directors disqualification legislation” for the purposes of provisions of this Act so far as relating to—

(i)a company registered in Northern Ireland, or

(ii)the delivery of a document to the registrar of companies for Northern Ireland or a statement contained in such a document.

(3)An appointment made in contravention of this section is void.

(4)Nothing in this section affects any liability of a person under any provision of the Companies Acts or any other enactment if the person—

(a)purports to act as director, or

(b)acts as shadow director,

although the person could not, by virtue of this section, be validly appointed as a director.]

160Appointment of directors of public company to be voted on individuallyU.K.

(1)At a general meeting of a public company a motion for the appointment of two or more persons as directors of the company by a single resolution must not be made unless a resolution that it should be so made has first been agreed to by the meeting without any vote being given against it.

(2)A resolution moved in contravention of this section is void, whether or not its being so moved was objected to at the time.

But where a resolution so moved is passed, no provision for the automatic reappointment of retiring directors in default of another appointment applies.

(3)For the purposes of this section a motion for approving a person's appointment, or for nominating a person for appointment, is treated as a motion for his appointment.

(4)Nothing in this section applies to a resolution amending the company's articles.

161Validity of acts of directorsU.K.

(1)The acts of a person acting as a director are valid notwithstanding that it is afterwards discovered—

(a)that there was a defect in his appointment;

(b)that he was disqualified from holding office;

(c)that he had ceased to hold office;

(d)that he was not entitled to vote on the matter in question.

(2)This applies even if the resolution for his appointment is void under section 160 (appointment of directors of public company to be voted on individually).