Introduction
When running a private UK limited company, it’s essential to understand the different types of company roles. This guide clearly explains the roles of company directors, secretaries, and people with significant control (PSCs). It also touches on the role of shareholders. Whether you're a first-time company owner or a seasoned director looking to brush up on company compliance, you’ll learn the different company roles, what each of them does, who can be appointed, and more.
Key Takeaways
- There are four different roles in a company: director, secretary, shareholder or person with significant control.
- You need at least one director and shareholder. You also need to report any person who is a person with significant control. Secretaries are not compulsory for private companies.
- A person can set up a company on their own, taking up all company roles. Alternatively, you can appoint different people to the various roles.
What are the company roles?
There are four roles in a company, with different responsibilities and rights between them:
- Director (a minimum of one director is required)
- Secretary (optional)
- Shareholder (a minimum of one shareholder, taking up one share, is required)
- Person with significant control
A person can take one of these roles or all of them. This means it is possible to set up a UK company on your own.
Company directors explained
What is a company director?
A director is a person who is appointed to run a company. It is one of the most important company roles, as they’re the ones making the day-to-day decisions, such as what services to provide or who to employ.
What are the eligibility criteria for a company director?
To be allowed to be a director, a person:
- Must be at least 16 years old
- Must complete an identity verification (requires ID documentation, e.g. a passport or driving license)
- Must not be an undischarged bankrupt
- Must not be the auditor
- Must not be disqualified
- Must not be otherwise prevented from acting as a director
There are no residency requirements, so directors can live anywhere in the world. There are also no formal qualifications or experience necessary.
What are the duties of a company director?
In addition to running the company on a day-to-day basis, the directors must ensure the company fulfils its legal requirements, including:
- Ensuring the company complies with all relevant legislation
- Submitting annual confirmation statements and accounts to Companies House
- Updating Companies House of any changes to the company
- Registering the company for business taxes (Corporation Tax, VAT, etc.)
- Maintaining accurate accounting and company records
- Managing payroll and PAYE
At all times, they must adhere to the seven director duties, which include a duty to “promote the success of the company”, as well as the company’s own articles of association (its constitution) and the Companies Act 2006.
Natural vs corporate directors – what’s the difference?
There are two types of directors: natural (a living person) and corporate (a legal entity, such as another company). At all times, you must have at least one natural director appointed.
Corporate directors were set to be banned under UK company law, but implementation has been delayed. As of late 2025, they may still be appointed, though they’re uncommon.
How do I appoint or remove a director?
The first directors will be included on the incorporation application. They can also be changed at any time afterwards. Although the exact procedures can differ between companies, they generally follow the same pattern.
To appoint a new director, that person must first consent (i.e. agree in writing) to take up the position. The company must then approve the appointment. This is normally done either by the company’s shareholders or existing directors, either at a meeting or in writing. Form AP01 or AP02 must then be submitted within 14 days.
If a director is resigning from their position, they will need to submit their letter of resignation to the board, who then normally document their acceptance of the resignation. Forcible removal of the director is possible, although special procedures must be followed. You should seek legal advice for this. Once terminated, Form TM01 must then be filed with Companies House within 14 days.
Company secretaries explained
What is a company secretary?
A company secretary is someone appointed to assist the directors in fulfilling their legal responsibilities, for example, by:
- Filing the annual confirmation statement at Companies House
- Keeping Companies House up to date with any changes to the company
- Maintaining company registers and records
- Arranging meetings and minutes of meetings
Who can be a company secretary?
To be a company secretary, a person must meet the following criteria:
- Not be an undischarged bankrupt (unless special permission has been granted)
- Not be the company’s auditor
There are no residency/nationality requirements or formal qualifications needed. However, the role demands skill, knowledge, and competence. So, any person appointed needs to be able to carry out the work effectively.
Should I appoint a company secretary?
It’s not compulsory to have a company secretary, so you do not need to appoint one if you don’t want to. It’s therefore one of the lesser-known company roles.
Nevertheless, the role of the company secretary is worth filling, because they can really help directors ensure they fulfil their legal responsibilities. This is crucial, not least because the penalties directors face for failing in them can be severe.
How do I appoint or remove a secretary?
The company’s first secretary (if it has one) will be listed on the incorporation application. They can also be changed at any time afterwards.
To appoint a company secretary, the appointee must consent (i.e. agree in writing) to take up the position. The directors will then approve the appointment in writing or at a board meeting. Afterwards, forms AP03 or AP04 must be filed at Companies House within 14 days of the appointment.
If a company secretary is being removed, the directors normally make this decision in writing or at a board meeting. Once completed, Form TM02 must be submitted to Companies House within 14 days.
Company shareholders explained
What is a company shareholder?
A shareholder is a person who holds one or more shares in a company. They are the owners of the company and are usually entitled to rights such as receiving dividends.
People with significant control explained
What is a person with significant control (PSC)?
A PSC is a person who has significant influence or control over the company.
This isn’t a company role in the traditional sense – a person cannot decide if they do or do not want to take up the position. Rather, if a person meets one or more of the “conditions of control” over a company, they must be reported as a PSC and their details placed on the public record.
Who is a PSC?
A person is a PSC of a company if they meet one or more of the following conditions:
- They hold more than 25% of the shares in the company
- They hold more than 25% of the voting rights in the company
- They have the right to appoint or remove a majority of the board of directors
- They hold significant influence or control over the company
- They hold a controlling influence over a trust or firm which also has a controlling interest in the company.
For most small companies, the company’s shareholders will usually be the PSCs.
Why accurate PSC data matters
You’re required by law to keep accurate PSC information at Companies House. It’s a criminal offence not to, and you could be prosecuted if you don’t.
For example, a bank won’t set up an account for you unless you’ve reported the correct information.
Finally, it’s important that anyone who searches up your company – for instance, your suppliers or customers – sees correct information. If not, this could damage your reputation with these third parties.
Register your company today
Now that you understand the different company roles there are, you can register your company quickly and easily with 1st Formations. Start by checking if your company name is available on our homepage and completing our short online form.
Nicholas Campion
Nicholas is Director, Company Secretarial at 1st Formations, responsible for completing the company’s statutory filings and ensuring all the company secretarial department is fully trained on company law and company secretarial procedures. Nick is also Company Secretary for the BSQ Group and all subsidiary brands, an accredited industry leader and a Companies Act 2006 specialist.
