Section 156A

A person may not be appointed a director of a company unless the person is a natural person. Subsection (1) does not prohibit the holding of the office of director by a natural person as a corporation sole or otherwise by virtue of an office. An appointment made in contravention of this section is void. Nothing in this section affects any liability of a person under any provision of the Companies Acts or any other enactment if the person— although the person could not, by virtue of this section, be validly appointed as a director. purports to act as director, or acts as shadow director, This section has effect subject to section 156B (power to provide for exceptions from requirement that each director be a natural person). If a purported appointment is made in contravention of this section, an offence is committed by— the company purporting to make the appointment, where the purported appointment is of a body corporate or a firm that is a legal person under the law by which it is governed, that body corporate or firm, and every officer of a person falling within paragraph (a) or (b) who is in default. For this purpose a shadow director is treated as an officer of a company. A person guilty of an offence under this section is liable on summary conviction— in England and Wales, to a fine; in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale.

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Source: legislation.gov.uk · retrieved 2026-09-04