{
  "url": "https://openlegislation.uk/companies-act-2006/section-156",
  "json_url": "https://openlegislation.uk/companies-act-2006/section-156.json",
  "legislation": "ukpga/2006/46",
  "legislation_title": "Companies Act 2006",
  "legislation_url": "https://openlegislation.uk/companies-act-2006",
  "path": "section/156",
  "kind": "section",
  "number": "156",
  "heading": "Direction requiring company to make appointment",
  "text": "(1) If it appears to the Secretary of State that a company is in breach of—\nsection 154 (requirements as to number of directors), or\nsection 155 (requirement to have at least one director who is a natural person),\nthe Secretary of State may give the company a direction under this section.\n(2) The direction must specify—\n(a) the statutory requirement the company appears to be in breach of,\n(b) what the company must do in order to comply with the direction, and\n(c) the period within which it must do so.\nThat period must be not less than one month or more than three months after the date on which the direction is given.\n(3) The direction must also inform the company of the consequences of failing to comply.\n(4) Where the company is in breach of section 154 or 155 it must comply with the direction by—\n(a) making the necessary appointment or appointments, and\n(b) giving notice of them under section 167G,\nbefore the end of the period specified in the direction.\n(5) If the company has already made the necessary appointment or appointments (or so far as it has done so), it must comply with the direction by giving notice of them under section 167G before the end of the period specified in the direction.\n(5A) Nothing in subsection (4) or (5) affects the duty imposed by section 167G to give notice within the period mentioned in subsection (6) of that section.\n(6) If a company fails to comply with a direction under this section, an offence is committed by—\n(a) the company, and\n(b) every officer of the company who is in default.\nFor this purpose a shadow director is treated as an officer of the company.\n(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scaleone-tenth of the greater of £5,000 or level 4 on the standard scale.",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "F",
      "label": "F1",
      "text": "Words in s. 156(4)(b) substituted (26.10.2023 for specified purposes, 18.11.2025 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 25(2); S.I. 2025/1118, reg. 2(1)(i)(4)"
    },
    {
      "type": "F",
      "label": "F2",
      "text": "Words in s. 156(5) substituted (26.10.2023 for specified purposes, 18.11.2025 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 25(2); S.I. 2025/1118, reg. 2(1)(i)(4)"
    },
    {
      "type": "F",
      "label": "F3",
      "text": "S. 156(5A) inserted (26.10.2023 for specified purposes, 18.11.2025 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 25(3); S.I. 2025/1118, reg. 2(1)(i)(4)"
    },
    {
      "type": "F",
      "label": "F4",
      "text": "Words in s. 156(7) substituted (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 9(4) (with reg. 5(1))"
    },
    {
      "type": "I",
      "label": "I1",
      "text": "S. 156 wholly in force at 1.10.2008; s. 156 not in force at Royal Assent see s. 1300; s. 156 in force at 1.10.2008 by S.I. 2007/3495, art. 5(1)(c) (subject to transitional adaptations in Sch. 1 para. 24)"
    }
  ],
  "outstanding_effects": [
    {
      "type": "words substituted",
      "affecting": "ukpga/2015/26",
      "affecting_title": "Small Business, Enterprise and Employment Act 2015"
    },
    {
      "type": "words substituted",
      "affecting": "ukpga/2015/26",
      "affecting_title": "Small Business, Enterprise and Employment Act 2015"
    }
  ],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/ukpga/2006/46/section/156",
    "retrieved_at": "2026-10-29T09:13:40.060156+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}