Replacing a director in a UK company involves two separate company changes: one director needs to leave and another needs to be appointed. For a company managed from outside the UK, handling both changes together can provide a straightforward way to update the company's official records.
The Non-Resident Director Appointment & Resignation Bundle is designed for companies that want to replace an existing director with a new individual director. The service combines preparation and filing of the AP01 appointment form and TM01 termination form, together with the identity verification process for the incoming director, delivery of the Companies House personal code and updating of statutory company records.
The bundle is particularly relevant where the incoming director lives outside the UK. The appointment process can be managed remotely, so the new director does not need to travel to the UK simply to complete the administrative steps involved in joining the board.
What Is a Director Appointment & Resignation Bundle?
A director appointment and resignation bundle combines the two filings required when one director replaces another. AP01 is used to notify Companies House about the appointment of an individual director, while TM01 is used to notify Companies House about the termination of a director's appointment. The two changes are connected because the company is changing its board structure. Instead of treating the incoming and departing directors as completely separate administrative matters, the bundle handles the appointment and resignation as one coordinated process.
For the incoming director, identity verification is now an important part of the appointment. Companies House states that all directors must verify their identity and that the director's personal code must be provided as part of the appointment filing.
For the departing director, the company needs to notify Companies House that the appointment has ended. The TM01 process records the effective termination date.
What's Included in the Bundle?
The service brings together the principal administrative steps required to replace one director with another.
Preparation & Filing of the AP01 Form
The AP01 form is used to officially appoint an individual as a director of a UK company. Companies House describes AP01 as the form used to notify it that an individual has been appointed as a director.
The bundle includes preparation and filing of the AP01 for the incoming director. This means the appointment is formally submitted to Companies House rather than being treated only as an internal company decision.
The information supplied for the appointment needs to be accurate and consistent with the director's identity information. Companies House requires the relevant personal code and confirmation that the director has completed identity verification.
Preparation & Filing of the TM01 Form
The TM01 is used to terminate the appointment of an existing director. Companies House confirms that the form can be used to notify it about the termination of an individual or corporate director's appointment.
The bundle includes preparation and filing of the TM01 for the departing director. The form records the director's current details and the date on which the appointment terminates.
Using the appropriate termination filing helps ensure that the Companies House record reflects the company's current board rather than continuing to show the former director as active.
Secure ID Check for the New Director
The incoming director completes an online identity check as part of the appointment process. The source service states that the new director is invited to complete a quick online ID check after the completed instruction form has been received.
This is particularly relevant to a non-resident appointment because the verification process can be handled remotely. The director can complete the identity stage without arranging a physical visit to the UK.
Companies House confirms that identity verification is a legal requirement for directors and that individuals can verify their identity using the available Companies House verification routes.
Companies House Personal Code
Following successful identity verification, the incoming director receives a Companies House personal code. The source service states that the unique code is emailed directly to the new director.
Companies House describes the personal code as an 11-character code that is personal to the individual rather than to the company. A person uses the same personal code when confirming their verified identity for different company appointments.
The incoming director must provide the code required for the appointment filing. It should then be kept securely because the director may need the same code for future Companies House requirements.
Updating Statutory Company Records
The bundle also includes updating the company's statutory records to reflect both the new appointment and the director's resignation.
This is an important part of the overall process because a director change is not limited to the Companies House filing. The company's own statutory information should remain consistent with its current officers.
Keeping the records aligned also makes it easier to establish who is currently responsible for the company's management and which former directors have ceased to hold office.
How the Director Replacement Process Works
The replacement involves several connected stages. The outgoing director's termination and the incoming director's appointment need to be handled accurately so that the company record reflects the intended change.
The incoming director must first complete the required identity verification. Companies House explains that a person who becomes a director needs to provide their personal code as part of the appointment process.
The outgoing director's resignation is dealt with separately through the TM01 process. Companies House's current guidance confirms that TM01 is available online for terminating a director's appointment.
Combining these stages in one service reduces the need to manage two separate instructions and helps keep the appointment and resignation connected as one board change.
Who Can Be Appointed as the New Director?
The source service states that an individual must be at least 16 years old, must not be an undischarged bankrupt and must not be a disqualified director to be appointed as a company director.
The fact that the incoming individual is resident outside the UK does not by itself prevent the appointment. The relevant eligibility requirements still apply, together with the Companies House identity verification requirements.
A private limited company must have at least one natural person director. Companies House guidance also distinguishes between individual and corporate director appointments, with AP01 being the relevant process for an individual director. This means that when replacing a director, the company should ensure that the proposed change does not leave it without the required natural-person director.
Does the New Director Need to Be a Shareholder or PSC?
No, becoming a director does not automatically make an individual a shareholder or Person with Significant Control (PSC).
Directorship, share ownership and PSC status are separate company roles. The source service specifically states that directors do not have to be shareholders or PSCs. If shares are later issued or transferred to the new director, separate share and company-record requirements may apply.
If the new director owns 25% or more of the company's shares, the relevant PSC position may also need to be considered. The appointment bundle itself is focused on replacing the director and does not automatically transfer shares.
This distinction is useful for non-resident companies where the objective is to change management without changing the underlying ownership structure.
What Information Becomes Public?
Some information about a company's directors is available on the Companies House public register. The source service identifies the director's name, nationality, occupation, month and year of birth and correspondence address among the information that can be publicly available.
This means an incoming director should understand that becoming a registered company director involves information being recorded on the public register.
The director's residential address is treated separately from the public correspondence address. Where a company uses an appropriate correspondence or service address, the relevant address shown publicly can differ from the individual's private residential address.
The identity documents used for verification are not simply published on the Companies House register. Companies House states that supporting information provided for identity verification is not made available to the public through its services.
What Happens After You Buy?
The bundle follows a combined process covering the incoming and departing directors.
- Order the bundle: Provide the required details for both the incoming and departing directors.
- Complete the online instruction: Submit the information needed to prepare the appointment and resignation filings.
- Complete the new director's ID check: The incoming director receives an invitation to complete the secure online identity verification process.
- Receive the personal code: Following successful verification, Companies House provides the incoming director with their personal code by email according to the service process.
- Provide the personal code: The incoming director supplies the code required to complete the appointment filing.
- AP01 and TM01 are prepared: The appointment and resignation forms are prepared using the information supplied.
- Both forms are filed: The AP01 and TM01 are submitted to Companies House.
- Company records are updated: The statutory records are updated to reflect the new director and the departure of the former director.
The source service states that Companies House usually confirms the new director appointment and departing director's resignation within 24 working hours, although processing remains subject to Companies House accepting the relevant filings.
Staying Compliant After Replacing a Director
Replacing a director does not end the company's ongoing filing obligations. After the change, the company should ensure that its internal records, Companies House information and other statutory details remain accurate.
The incoming director also needs to retain their Companies House personal code. Companies House states that a director who becomes a director from 18 November 2025 onwards needs to provide their personal code as part of the appointment filing.
The same personal code can be used by an individual for different director appointments. However, Companies House explains that if an individual is a director of more than one company, the code must be provided for each relevant company appointment.
The company's next confirmation statement also needs to reflect the applicable identity verification requirements. Directors must provide their personal codes through the relevant process when required.
For current official information, see the GOV.UK guidance on appointing a director using AP01 and the Companies House guidance on when directors need to verify their identity.
What If the Outgoing Director Is Also a Shareholder?
The resignation of a director does not automatically transfer their shares in the company.
If the departing director owns shares, the company needs to consider separately whether those shares are being retained, transferred or otherwise dealt with. A director can leave the board while continuing to hold shares.
Similarly, if the departing director is a PSC, their PSC status needs to be considered separately. The director resignation filing does not automatically resolve every other role the individual may hold within the company.
This is why the bundle should be understood as a director replacement service rather than a complete restructuring of ownership. The AP01 and TM01 deal with the board change, while share and PSC matters may require additional steps.
Why Use a Combined Appointment & Resignation Service?
Replacing a director involves two distinct filings and an identity-verification stage for the incoming individual. Managing them together can make the administrative sequence easier to follow.
The source service combines AP01 preparation and filing, TM01 preparation and filing, online identity verification for the new director, personal-code handling and statutory-record updates.
For a non-resident company owner, the combined approach is particularly relevant because the incoming director can complete the identity stage remotely while the company handles the board changes through one coordinated instruction.
The service also reduces the need to duplicate information across separate appointment and resignation processes. Both sides of the replacement can be dealt with together, while the legal distinction between the appointment and termination filings remains clear.
Who Is the Bundle For?
The Non-Resident Director Appointment & Resignation Bundle is intended for UK companies replacing an existing director with a new individual director who may be based outside the UK.
It can be relevant when an overseas founder is taking over a director role, when an existing director is leaving and another individual is joining the board, or when a company is changing its management structure while continuing to operate through the same UK entity.
It is also suitable where the company wants the incoming director's identity verification and personal code process handled alongside the appointment and resignation filings.
The bundle is focused on director changes. It does not automatically transfer shares, create PSC changes or address unrelated company filings.
Why Choose Non-Residents UK Company Formation?
Non-Residents UK Company Formation focuses on company administration for founders and businesses managing UK companies from outside the country. A director replacement has several connected requirements, particularly because identity verification is now part of the Companies House appointment process.
The bundle brings the main stages together: appointment of the incoming director, resignation of the outgoing director, identity verification, personal-code handling, Companies House filings and statutory-record updates.
For an overseas business owner, this provides a remote route for handling a board change without requiring the incoming or departing director to attend a UK office simply to complete the administrative process.
The service also keeps the scope clear. Where ownership, PSC status or other company information needs to change alongside the director replacement, those matters can be reviewed separately.
Completing the Director Replacement
A director replacement needs to leave the company with an accurate record of who currently holds office. The incoming director needs to meet the applicable eligibility and identity-verification requirements, while the departing director's appointment needs to be formally terminated.
The Non-Resident Director Appointment & Resignation Bundle combines these processes into one coordinated service. It includes AP01 preparation and filing for the incoming director, TM01 preparation and filing for the departing director, online identity verification, delivery of the Companies House personal code and updating of statutory records.
Companies House confirms that AP01 is the appropriate form for appointing an individual director and that all directors must verify their identity and provide their personal code as part of the appointment process.
Once both changes have been processed, the company should review its internal records and consider whether any related shareholding or PSC changes are also required.
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