Being a company director
Understanding your role as a company director and your responsibilities to Companies House.
Your responsibilities to Companies House
As a director, you’re legally responsible for running the company and making sure information is sent to us on time.
This includes:
- the confirmation statement
- the annual accounts, even if they’re dormant
- any change in your company’s officers or their personal details
- a change to your company’s registered office
- allotment of shares
- registration of charges (mortgage)
- any change in your company’s people with significant control (PSC) details
You can hire other people to manage some of these things day-to-day (for example, an accountant) but you’re still legally responsible for your company’s records, accounts and performance.
General duties of a director
As a director, you must perform a set of 7 duties under the Companies Act 2006. These still apply if:
- you’re not active in your role as director
- someone else tells you what to do
- you act as a director but have not been formally appointed
- you control a board of directors without being on it
Company’s constitution
You must follow the company’s constitution and its articles of association. These are written rules about running the company, agreed by the members, directors and the company secretary.
The constitution sets out what powers you have as a director, and the purpose of those powers.
Promote the success of the company
You must act in the company’s best interests to promote its success. You must consider the:
- consequences of decisions, including the long term
- interests of its employees
- need to support business relationships with suppliers, customers and others
- impact of its operations on the community and environment
- company’s reputation for high standards of business conduct
- need to act fairly to all members of the company
If the company becomes insolvent, your responsibilities as director will apply towards the creditors, instead of the company. A creditor is anyone owed money by the company.
Independent judgement
You must not allow other people to control your powers as a director. You can accept advice, but you must use your own independent judgement to make final decisions.
Exercise reasonable care, skill and diligence
You must perform to the best of your ability. The more qualified or experienced you are, the greater the standard expected of you.
You must use any relevant knowledge, skill or experience you have (for example, if you’re a qualified accountant).
Avoid conflicts of interest
You must avoid situations where your loyalties might be divided. You should consider the positions and interests of your family, to avoid possible conflicts.
You should tell other directors and members about any possible conflict of interest, and follow any process set out in the company’s articles of association.
This duty continues to apply if you’re no longer a director. You must not take advantage of any property, information or opportunity you became aware of as a director.
Third party benefits
You must not accept benefits from a third party that are offered to you because you’re a director. This could cause a conflict of interest.
The company may allow you to accept benefits like reasonable corporate hospitality, if it’s clear there’s no conflict of interest.
Interests in a transaction
You must tell the other directors and members if you might personally benefit from a transaction the company makes. For example, if the company plans to enter a contract with a business owned by a member of your family.
Other duties
Other duties you must perform as a company director include:
- not misusing the company’s property
- applying confidentiality about the company’s affairs
Contact your professional adviser or trade association to find out more.
Directors’ toolkit
We want to help you make the right choice for your business journey.
If you’re thinking of setting up a limited company and becoming a director, you need to understand the duties and responsibilities of this role.
In addition to the day to day running of your company, you’ll need to file annual accounts and a confirmation statement with Companies House every year. You must also report any changes to your company when they happen and keep up to date with any changes in company law.
In return for the benefits of limited liability, anyone who becomes a director or officer of a company will have some of their details made available to the public. It’s important to understand what personal information is publicly available on the Companies House register.
Here are some useful links and digital tools to explain more about the role and responsibilities of a company director, and help you decide if you should incorporate a company.
This guidance does not replace independent legal or other professional advice.
Online tools
Our interactive learning tools can guide you through everything you need to know about your responsibilities to Companies House. They’re free to use, work on any device and can be completed in 25 minutes.
Start our online tool for:
‘How to’ video demos
These are instructional guides that show you how to file your Companies House information online.
Watch Companies House ‘How to’ videos on YouTube.
Email reminders
Register for email reminders from Companies House. This service tells you when your company’s accounts and confirmation statements are due by sending you an email.
The service is free, and you can:
- choose up to 4 people to receive a reminder (including an agent)
- file your document immediately from a link within the reminder
- receive reminders more conveniently
- avoid late filing penalties by filing your accounts on time
We’re no longer sending paper reminders by post. Analysis shows email reminders are more successful than paper reminders and users are more likely to file on time.
Registering for email updates
Register for email updates and stay up to date with the latest information and news from Companies House.
You can subscribe for alerts on a variety of topics, including:
- latest news
- Companies House blog
- events
- legislative updates
Over 500,000 people have already signed up. If you change your mind, you can easily unsubscribe at any time.
This is not the same as our email reminders for accounts and confirmation statement.
Webinars
Our webinars provide you with quick and useful guidance on a range of topics, including:
- starting a limited company
- directors’ responsibilities
- how to submit a successful application for a community interest company (CIC)
If you missed the live presentation, you can watch a recording of our latest webinars.
Last updated 27 July 2022 + show all updates
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Added link to new online tool for prospective company directors.
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Added information to directors' toolkit including link to guidance about personal information on the Companies House register.
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Added directors' toolkit with links to more online guidance.
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Being a company director video added.
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First published.