Consent to act as director template
This template provides written notice from an individual or corporate entity confirming their consent to act as a director. It ensures the company has all the necessary details for its records and complies with Companies House filing requirements.
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When do I use this document?
- as written consent of an individual or company to act as a director
- to collect the information required for the company’s register of directors and for the filing of the appointment at Companies House
What are the key features?
- directors of private limited companies and public companies must consent before appointment
- alternative forms of consent depending on whether director is an individual or a corporate director
- a table to be completed for company’s register of directors and for filing of companies house form AP01 or AP02 (as applicable)
What else do I need to know?
The process for appointing and removing directors is governed by the company’s Articles of Association, any Shareholders Agreement and the Companies Act 2006.
Who Can Appoint or Remove Directors?
The Articles of Association or Shareholders Agreement may include specific rules, such as:
- Requiring approval by shareholders or other directors
- Allowing certain shareholders to appoint or remove directors
- Setting a minimum or maximum number of directors
If no specific provisions apply, a director can be appointed either by:
- A resolution of the board of directors
- An ordinary resolution of shareholders
The Model Articles, if adopted without amendment, give directors this authority.
Consent to Act as a Director
An individual or corporate entity must provide written consent to act as a director. This is usually done through a signed notice to the company.
Information Required for Appointment
The company must maintain:
- A register of directors
- A register of directors’ residential addresses
For each director, the following details must be provided:
- Full name and date of birth
- Nationality and occupation
- Service address (publicly available) and residential address (kept private)
Filing Requirements
The company must notify Companies House of the appointment within 14 days.
These forms must include all specified information about the new director.
When do I use this document?
- for the novation of a contract or agreement
- for a new party to replace one of the original parties to the contract
- where the other original party to the contract consents to the novation
- for a contract governed by English law
What are the key features?
- 9 clauses over 3 pages
- agreement in the form of a Deed of Novation
- wording for replacement party to become party to the novated contract
- alternative wording depending on whether the replaced party will be discharged from:
- all liability under the contract from its commencement
- liability under the contract from the date of novation
- indemnity from the new party in favour of the replaced party for failure to perform the novated contract
What else do I need to know?
A novation agreement template is used where the original parties to the agreement have agreed that a new party should replace one of them and assume the obligations and liabilities of the replaced party.
Novation is an alternative to assignment – assignment of a contract can only apply to the benefit of a contract, which are the rights of a party under the contract. The burden of a contract (the party’s performance obligations) cannot be assigned under English law. If one party wants to transfer both the benefit and the burden of a contract, the contract will need to be novated.
Under a novation, the contract is effectively replaced with a new contact and the new party to the contract is treated as an original party to the contract in place of the departing party. Novation requires the consent of the remaining original party to the contract and is documented in a novation agreement or deed of novation between the three parties.
Under the novation agreement:
- the original parties to the agreement agree that the new party takes the place of one of the original parties
- the new party agrees to perform the obligations of the replaced party and the remaining party agrees to accept the new party’s undertaking to perform these obligations
- the new party can either agree to be liable for all the obligations of the replaced party from the start of the agreement or only for its own performance obligations from the date of novation
What other documents are available?
For a template contract assignment, see
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Updated by a lawyer on 22/08/2024
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