Non-Executive, Alternate & Associate Directors
The Non-Executive, Alternate & Associate Directors section looks at three roles that sit outside the typical executive director position:
- Non-executive directors (NEDs)
Usually appointed for their experience and independence, often on a part-time basis. They are appointed in the same way as any other director and, for company law purposes, are directors. - Alternate directors
A person appointed to act in place of a director during a temporary absence, where the company’s articles permit this. - Associate directors
Senior managers given the title “associate director” for internal purposes. They are not, in strict legal terms, directors unless they also sit on the board.
The Companies Act 2006 does not contain an exhaustive definition of “director”. Whether a person is a director in law depends more on the role they actually play than on their job title. This section provides contracts, appointment letters, board minutes, resignation letters and Companies House forms to support the appointment and retirement of these roles.
Each document in this section is compliant with the Companies Act 2006.
When To Use These Templates
Use these templates when you are:
- appointing a non-executive director and documenting their terms of engagement;
- appointing an alternate director in accordance with the company’s articles;
- designating a senior manager as an associate director and recording that decision;
- preparing Companies House filings for the appointment or termination of a non-executive director;
- documenting the resignation of a non-executive director.
📁 Templates In This Section
Non-executive director appointment and exit
- Letter – Appointment of Non-Executive Director
- Contract for Services: Non-Executive Director
- AP01 – Appointment of Non-Executive Director
- Letter Of Resignation – Non-Executive Director
- TM01 – Termination of Appointment of Non-Executive Director
Alternate directors
Associate directors
🔀 Document Toolkit: Typical Sequence (may vary)
- Decide whether the role should be a non-executive director, alternate director or associate director, checking the articles of association where an alternate is proposed.
- For non-executive directors, issue a Letter – Appointment of Non-Executive Director together with the Contract for Services and obtain the director’s agreement.
- Where a non-executive director is appointed or leaves office, complete and file the relevant Companies House form (AP01 for appointment, TM01 for termination).
- For alternate and associate directors, use the relevant appointment letter and, for associate directors, board minutes to record the board’s decision.
- Keep signed letters, contracts, minutes and Companies House filings with the company’s records.
- Letter – Appointment of Non-Executive Director
- Contract for Services: Non-Executive Director
- Letter of Appointment of Alternate Director
- Letter Appointing Associate Director
- Board Minutes – Appointment of Associate Director
- AP01 – Appointment of Non-Executive Director
- Letter Of Resignation – Non-Executive Director
- TM01 – Termination of Appointment of Non-Executive Director
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Frequently Asked Questions
Does a non-executive director have the same legal duties as an executive director?
Yes. Company law draws no distinction: the general duties in sections 171 to 177 of the Companies Act 2006 apply to every director, and section 250 defines a director as anyone occupying the position by whatever name called. A NED's part-time advisory role does not reduce their exposure. The Letter of Appointment and Contract for Services: Non-Executive Director set out the role and expectations clearly.
Can we appoint an alternate to stand in while a director is away?
Only if your articles of association allow it. The model articles for private companies under the Companies Act 2006 contain no alternate director provisions, so a company on unamended model articles cannot appoint one, while older Table A articles and many bespoke articles do permit it. If yours allow it, use the Letter of Appointment of Alternate Director and file the appointment at Companies House.
Is someone with the job title associate director actually a director?
Not in law, provided they do not sit on the board or act as though they do. The title is an internal designation for senior managers. Because section 250 catches anyone occupying the position of director by whatever name called, an associate director who takes board level decisions risks being treated as a de facto director with full duties. The Letter Appointing Associate Director and board minutes make the limits of the role explicit.
Do we notify Companies House about non-executive or alternate directors?
Yes. Both are directors for filing purposes, so appointments go on form AP01 and departures on TM01, each within 14 days, and identity verification applies since 18 November 2025. Associate directors are not registered because they are not directors. Simply-Docs provides AP01 and TM01 versions prepared for non-executive and alternate appointments and a resignation letter for a departing NED.
Is a non-executive director an employee of the company?
Usually not. A NED typically serves as an office holder under a contract for services, paid fees rather than salary, although status always depends on the reality of the arrangement rather than the label. Getting it wrong affects tax, employment rights and how the relationship can be ended. Simply-Docs pairs the Letter of Appointment with a Contract for Services: Non-Executive Director drafted on the office holder basis.