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Alex J.
Alex J., Solicitor
Category: Law
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Experience:  Solicitors 2 years plus PQE
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In UK with the company house. Can a director use AP01 to

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In UK with the company house. Can a director use AP01 to change their name?

Hi thank you for your question and welcome. My name is ***** ***** I will assist you. To change a directors details including name you need a form CH01. AP01 is used to appoint directors. Can I assist you any further? Kind regards AJ

Customer: replied 1 year ago.
What happens if one of the director had terminated himself and reappoint himself using ap01? Would it still be valid? It was done a few years ago and what is the legal implication of this? If I was to do something about this incident?

Hi, Thank you. So to clarify - the director terminated his appointment and then reappointed himself/herself a few years later with a changed name? Was the reappointment validly approved by board or shareholder resolution?

Customer: replied 1 year ago.
He changed his name and re-appointed himself in a few months, as he was a 20% shareholder and had control of the company filing at that time. There is another 80% shareholder who may or may not be aware if it, he only saw it as a change of director's name. Was there any wrong doing or illegal to do so this way?
Customer: replied 1 year ago.
His name was changed to something completely different, both Firstname and Surname.

Hi, Thank you. Technically his appointment is completely invalid. Companies House is just an administrative record, which you have an obligation to make accurate. If his appointment is not supported by an ordinary resolution or board resolution (or some other formality laid out in the articles or shareholders agreement) it is simply not accurate. All he has done is made a filing at Companies House that is un true. Are there other directors?

Customer: replied 1 year ago.
There were only 2 directors including himself, who were the 80% and 20% shareholder (He is the 20% shareholder). However the other director(80%) is deceased and I had taken over as the new director, reviewing the company accounts at the moment and finding this discrepancy in the the filings.

Hi Thank you. The deceased shareholder - does his estate make decisions on the shares? Kind regards AJ

Customer: replied 1 year ago.
I am inheritor and executor of the deceased and in the process of probate application, where I was appointed the director 6 months before the deceased pass away.

Hi, Thank you. For the appointment of the other shareholder to be valid, he either needs an ordinary resolution or appointment by another director. If he has neither his appointment is not valid. As a validly appointed director you have an obligation to update the records and make sure they are correct.

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Customer: replied 1 year ago.
Thank you. I think this is very useful to know in the next director's meeting.