UK Company Board Structure

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UK Company Board Structure 2017-08-05T16:13:09+00:00

Some UK Companies have a board that governs the strategic direction of the company. The structure of a UK company board and its members provide specialist knowledge, skills and expertise across a breadth of areas, such as finance, technology and marketing.   

Under UK law – every private limited company is required to have a minimum of one company director. We generally advise our clients should have two directors appointed, as one director is unable to resign unless another has been appointed. For public limited companies – the minimum requirement is two directors.  

It is possible to have one of these directors as another company, however at least one of the directors must be a natural person. These directors are responsible for ensuring the business complies with company law and are responsible for the filing of the annual Confirmation Statement and Annual Accounts 

UK subsidiaries of overseas company’s generally are governed by one or two board directors of the parent company board. We work with our clients to ensure the UK company is setup and governed by these individuals, while working in tandem to ensure the company’s accounting records are up to date, accounts are filed on time and the associated corporation tax is paid.

Directors are legally allowed to be appointed provided: 

  • They have not been previously disqualified without court permission 
  • They are 16 years or older 
  • Any director over the age of 70 in a public limited company has their appointment approved at a general company meeting.
  • Required information is updated as changes occur with Companies House 
  • Annual Accounts are approved by the board of directors 
  • Minutes are maintained of board meetings – although this role can be fulfilled by the Company Secretary 
  • VAT, National Insurance and other taxes are paid on time.

If you are looking for external board members to support your UK company, you should consider those business advisers such as an accountant, solicitor and other interested parties whether they know of any potential candidates that may be able to support the company. If you are looking for a specialist director, then a consideration could be a professional recruitment company to find the right individual(s) with the skillset you require.  

Having a clear board structure allows shareholders to understand the roles of and reasons for appointing executive and non-executive directors. It is a good idea to have a senior, independent non-executive director as a point of contact for shareholder grievances in the case of larger companies.

There is no maximum amount of directors that can be appointed to UK companies. That said, a UK start-up typically has one or two directors appointed. If you are in the process of setting up a UK bank account for the company, then we suggest only one or two directors are appointed  initially – more can be added at a later date once the company’s bank account is operational. The more directors, the more involved the account opening process will take. 

Best practice is to appoint a chairperson – although this is not a legal requirement. This individual is tasked with running the meetings, making sure all members of the board have their input and consideration is given. This individual is usually responsible for the creation of the agenda, “running” the meeting and reporting what has been decided. 

Typically, a board meeting covers: 

  • Approval of minutes from the previous meeting the minutes of the last meeting 
  • Procedural and compliance review 
  • Financial review and analysis of the company’s performance 
  • Strengths, weakness’ opportunities and threats analysis 
  • Decisions on strategic issues – acquisition of another company, new shareholders, new directors.

For further discussion around your UK company board structure, please get in touch.