Section 167N Prohibition on acting unless directorship notifiedF1C1C2C3
This section applies where—
a person has become a director of a company otherwise than on its incorporation, and
notice under section 167G of the person having done so has not been given within the period mentioned in subsection (6) of that section.
The person may not act as a director of the company until notice is given under section 167G.
A person who contravenes subsection (2) commits an offence.
Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.
It is a defence for a person charged with an offence under this section to prove that they reasonably believed that notice had been given under section 167G.
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 and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
The only consequence of a contravention of subsection (2) is the offence provided for by this section (so that, for example, a contravention does not in any way affect the validity of a person’s acts as a director).
Annotations
Textual amendments
- F1
S. 167N 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), ss. 44, 219(1)(2)(b); S.I. 2025/1118, reg. 2(1)(h)
Modifications
- C1
Ss. 167J-167N applied with modifications (18.11.2025) by S.I. 2009/2436, Sch. 1 para. 6 (as substituted by The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 (S.I. 2025/761), regs. 1(3), 3(3) (with regs. 5, 6) and as amended (18.11.2025) by S.I. 2025/1116, regs. 1(2), 5(2); S.I. 2025/1118, reg. 2(g))
- C2
S. 167N applied (with modifications) (18.11.2025) by S.I. 2009/1804, reg. 17AB (as inserted by The Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 (S.I. 2025/1033), regs. 1(2), 6(3) (with regs. 12-16); S.I. 2025/1118, reg. 2(1)(g))
- C3
S. 167N applied (with modifications) (18.11.2025) by S.I. 2009/1801, reg. 17A (as inserted by The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 (S.I. 2025/761), regs. 1(3), 3(8) (with regs. 5, 6))
Notes on Part 10
Modifications
- C1
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
- C2
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Notes on Chapter 1
Modifications
- C1
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
Notes on Directors: duties relating to ID verification and notification
Textual amendments
- F1
S. 167M and cross-heading 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), ss. 43, 219(1)(2)(b); S.I. 2025/1118, reg. 2(1)(g) (with reg. 4)