Director appointment terms review in England & Wales

Director appointment terms review in England & Wales checks whether the letter of appointment, the board minute recording it, and the Companies House filing that followed actually match what English company law requires of that office. The position differs from a generic review of the same terms because the underlying duties are owed personally by the director to the company, not to the parent that nominated them, and no letter can lower that duty by agreement. Where the paperwork assumes otherwise, the gap is usually invisible until a resignation, a dispute or a group restructuring forces someone to read the letter properly.

A UK subsidiary appoints a director nominated by its overseas parent, using a template appointment letter drafted for the parent's own board procedure. The letter references removal rights and an indemnity that assume a companies regime England & Wales does not share. Nobody checks whether the wording survives contact with the Companies Act 2006 until the director resigns mid-year and the remaining board discovers the removal clause conflicts with the statutory route it was meant to shortcut.

This page sets out what actually changes for England & Wales, the filing step that follows an appointment, and where the boundary of this engagement sits.

What changes in England & Wales

The generic version of this review asks whether an appointment letter, a board resolution and a service contract are internally consistent. The England & Wales version adds one constraint that drafting cannot get around. Directors owe their statutory duties directly to the company, not to the shareholder that nominated them or to a parent elsewhere in the group structure 01. An appointment letter can describe how a director is expected to act, but it cannot substitute a lower standard for the statutory one, and a clause that tries to will not survive contact with a dispute.

That single point changes how the appointment terms review is scoped for a company registered in England & Wales. The work is not a rewrite of the group's standard template. It is a check of where that template's assumptions about duty, removal and indemnity actually hold under English law, and where a local carve-out is needed rather than a translation. Treating this as a signature formality, rather than a corporate governance question the board owns, is the most common reason the gap is only found once it matters.

One point is worth stating plainly rather than leaving open. There is no statutory requirement for a private company in England & Wales to appoint a company secretary. The filing duties that role would carry in some other jurisdictions sit with the directors themselves, and part of this review is confirming that the appointment letter does not quietly assume an officer who does not have to exist.

The local requirement or test that drives the work

Reviewing appointment terms is advisory work: reading a letter, testing it against statute and case law, and reporting where it fails. It stops being advisory the moment it tips into supplying the person who will hold the office. Acting as a director for a person outside your own group is a licensed activity under the Money Laundering Regulations 2017, and arranging for another person to act as director is caught by the same regulation 02. A firm without that licence can advise on the terms of an appointment; it cannot find, propose or place the individual who will fill it 03.

The test that drives the England & Wales version of this work is therefore narrower than it looks. It is not "is this letter well drafted"; it is "does this letter correctly allocate a duty the statute already fixes, and does the review itself stay on the advisory side of a licensing line the regulation enforces". A letter also cannot be used to trade away shareholder rights that the Companies Act reserves to the general meeting, such as removal of a director by ordinary resolution, however the indemnity clause is worded.

Once a board signs an appointment letter that assumes a duty can be capped below the statutory floor, the exposure that accrues while the letter is relied on cannot be reversed by amending it later. Correcting the letter closes off the problem going forward, but the remedy for the period already run has already ceased to be available.

The filing, register or forum consequence

Companies House must be notified of a director's appointment within fourteen days 04. The appointment terms review needs to be finished, or far enough along to flag a problem, inside that window, because the filing itself is what makes the appointment a matter of regulatory filing on the England & Wales corporate register rather than an internal board decision. Once the notification is made, the fact of the appointment is on the record; a later discovery that the indemnity clause does not work is a matter between the company and the director, not a matter for the register.

A director's residential address is kept off the public register only if a separate service address is provided at the time of appointment; without one, the home address is what gets published 05. This is a register mechanism attached to the registered office arrangements, not a confidentiality arrangement, and it has to be set up correctly at the point of filing. A service address added afterwards does not remove a residential address already on the historic record; the register shows what was filed when it was filed, and that entry does not become available to withdraw once the filing window has closed.

Whether a nominee shareholding arrangement is visible on the same public register is a related but separate question, addressed in the comparison of nominee status visibility across jurisdictions; a director's own filing and a shareholder's own filing are governed by different parts of the register.

A board that has already filed an appointment on a template drafted for another jurisdiction is not looking at a drafting exercise. It is looking at terms that are now on the public record and a duty structure that cannot be renegotiated after the fact, and the next filing, resignation or dispute is what will test whether the letter actually holds.

Review your appointment terms. Write to info@hreithlaw.com with the jurisdiction and the structure.

What this director appointment terms review does not include in England & Wales

The review does not include acting as a director, secretary, nominee shareholder or trustee for the company, and it does not include finding, proposing, introducing or arranging for anyone else to fill those offices. It does not include any activity for which a trust or corporate service provider licence is required. That boundary is not a matter of preference. Supplying or arranging a director is licensed activity under the Money Laundering Regulations 2017, and a firm outside that licence stays on the advisory side of the line regardless of how a client would prefer the work scoped.

• The requirement mapped against the actual appointment letter, not a generic checklist
• The criteria the appointing board should apply if it selects a candidate itself
• The proposed terms reviewed clause by clause against the statutory duties
• The exposure assessed for the person who signs, and for the board that appoints them

What the client receives instead of a placed director is a defensible answer to whether the current or proposed terms will hold, and a marked-up version of the letter showing exactly where they will not. For what that output should actually contain once it is produced, see reviewing the output of an appointment terms review.

The same review asks a different question entirely outside England & Wales; the Hong Kong version of this review turns on a different statutory duty structure and a different filing regime.

Frequently asked questions

How often does a director's appointment terms need reviewing once it is in place?

There is no fixed statutory interval. The natural trigger points are a change in the director's role or authority, a change to the wider group structure, and any amendment to the articles that touches removal or indemnity. Waiting for a dispute to surface the gap is the most expensive way to find it.

Does the review change for a company owned from outside England & Wales?

The statutory duties do not change. A director appointed by an overseas parent owes the same duties under the Companies Act 2006 as one appointed by a local shareholder. What changes is the starting document, because a template drafted for another jurisdiction's board procedure often assumes a removal or indemnity mechanism that England & Wales law does not recognise in the same form.

What does the review actually involve, step by step?

It starts with the appointment letter and the board minute recording it, tests each clause against the statutory duties and the articles, and checks the Companies House filing that followed the appointment. The output is a marked-up letter and a short memorandum setting out where the terms hold and where they do not.

Who inside the company should own this, the board or the company secretary?

A private company in England & Wales has no statutory obligation to appoint a company secretary, so responsibility defaults to the board itself, usually acting through whichever director handles governance matters. Treating it as a formality that someone else will catch is the most common reason it never gets closed.

What evidence should the board keep once the review is done?

The marked-up appointment letter, the memorandum explaining the change, and the board minute approving it should be kept together, dated, and referenced against the Companies House filing they relate to. That record is what shows, if the appointment is ever challenged, that the board turned its mind to the terms rather than accepting a template unread.

Marta Voss, Partner. Marta Voss advises boards of England & Wales companies and their overseas parents on director duties, appointment terms and the point at which a group's internal governance touches a licensed activity. Her work sits at the boundary between what a board can decide for itself and what requires a licensed provider to carry out.