Q&As

Can the appointment or termination of a director take effect retrospectively?

read titleRead full title
Published on LexisPSL on 02/07/2019

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Can the appointment or termination of a director take effect retrospectively?
  • Appointment of a director
  • Notification
  • Removal of a director
  • Resignation of a director

Appointment of a director

As set out in Practice Note: Appointment, retirement and resignation of a director, after a company is incorporated, the company’s articles of association will govern the way in which directors are appointed (see for example the Companies (Model Articles) Regulations 2008 (C(MA)R 2008), SI 2008/3229, Sch 1, art 17). The company’s articles of association should be checked to see whether it has adopted the Model Articles or if it has its own bespoke provisions relating to the appointment of a director.

It is unclear how a retrospective appointment can make any practical sense. Given that the appointment would raise the presumption that the individual becomes retrospectively liable for the acts and omissions of the company, there would need to be evidence of a very clear consent to assume those responsibilities by the individual involved. If, on the other hand, the individual had been a de facto director during the period in question, then they would have already assumed liability for the acts and omissions of the company (though there will also have been no notification of such to Companies House, nor an entry made in the register of directors (see below)). For further information, see Practice Note: De facto and sh

Related documents:

Popular documents