Alternate directors


Published by a ½Û×ÓÊÓƵ Corporate expert
Practice notes
In-house

Alternate directors


Published by a ½Û×ÓÊÓƵ Corporate expert

Practice notes
In-house
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This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind the company.

The Companies Act 2006 (CA 2006) defines a director as including ‘any person occupying the position of director, by whatever name called’. Accordingly, the definition of ‘director’ in CA 2006 is wide enough to include an alternate director. Accordingly, the provisions relating to directors apply to alternate directors as well as to other (de jure or de facto) directors.

Power to appoint an alternate

There is no power in CA 2006 for a director to appoint an alternate, but such power is often included in a company’s articles of association. Where the articles do contain such power, they will also set out the procedure for appointing an alternate director. Typically, the articles will provide that a director appointing an alternate should do so in writing to the company and the notice of such appointment should contain a statement signed by the alternate that they are willing to act as alternate director.

The model articles for public companies

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Jurisdiction(s):
United Kingdom
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Key definition:
Alternate director definition
What does Alternate director mean?

An individual (whether another director or any other person) appointed by a director to exercise that director’s powers and carry out that director’s responsibilities in relation to the taking of decisions by the directors, in the absence of the alternate's appointor.

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