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?
An Amendment & Restatement Agreement is used when parties want to document amendments to a contract and to restate the contract, as amended, in full. They are used in particular for loan agreements and shareholders agreements
Use this document:
- for the amendment and restatement of a contract or agreement
- as an alternative to a standalone variation
- suitable for a contract governed by English law
What are the key features?
- 7 clauses and one schedule over 3 pages
- short form agreement
- agreement to amend and restate original contract or agreement
- amended and restated form of agreement to be set out in the schedule
What else do I need to know?
An Amendment & Restatement Agreement is one way in which the parties can amend an existing contract. The amendment can be:
- amendment to the terms and conditions of the contract
- amendment to introduce new parties to the agreement
An amendment to a contract can be done by documenting specific amendments to the contract in a contract variation agreement or a deed of amendment. If done this way, the original contract and variation document, read together, are the amended contract going forward.
An alternative to having to read two documents together (with the possibility of there being additional documents if further changes are made in the future) would be to replace the original contract in its entirety but in its amended form. This is achieved by what is known as “amending and restating” the original contract. By entering into an amendment and restatement agreement, the original contract is:
- amended by the agreement of the parties to the new form of the contract as amended and restated
- restated by the agreement of the parties to the original agreement being repeated (restated), as amended, by the amended and restated agreement
Amendment & Restatement Agreements are used in particular for loan agreements and shareholders agreements. These types of arrangement are often renegotiated, amended and restated during the term of the loan or joint venture.
What other documents are available?
For a standalone contract variation for specific amendments to the contract, see
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Updated by a lawyer on 22/08/2024
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