Director Responsibilities

Understand your legal duties as a director, from filing accounts to maintaining company records.

Last updated: 15 July 2026

What Are Your Legal Duties?

As a company director, you have legal duties set out in the Companies Act 2006. These apply regardless of whether you're paid or whether the company is trading. Breach of these duties can result in personal liability, fines, or disqualification.

The duties apply to all directors equally - there's no distinction between executive and non-executive directors when it comes to legal responsibilities.

The Seven Statutory Duties

1. Act Within Powers

Only use your powers for the purposes for which they were given, as defined in the company's constitution.

2. Promote the Success of the Company

Act in good faith to promote the company's success for the benefit of its members as a whole, considering employees, suppliers, customers, and the community.

3. Exercise Independent Judgment

Make your own decisions - don't simply follow instructions from shareholders or other directors without applying your own judgment.

4. Exercise Reasonable Care, Skill and Diligence

Apply the care expected of someone with your general knowledge and experience, plus any specific skills you claim to have.

5. Avoid Conflicts of Interest

Avoid situations where your personal interests conflict with those of the company. If conflicts arise, declare them to the board.

6. Not Accept Benefits from Third Parties

Don't accept benefits (including bribes) from third parties that could create a conflict of interest.

7. Declare Interest in Transactions

If you have a direct or indirect interest in a proposed transaction, you must declare it to the other directors.

What Are Your Filing Requirements?

You're personally responsible for ensuring the company meets its filing obligations:

Annual Accounts

File with Companies House within 9 months of your year-end. Must include a balance sheet, profit & loss, and directors' report.

Confirmation Statement

File at least once every 12 months to confirm company details are correct. £50 filing fee applies.

Corporation Tax Return

File CT600 with HMRC within 12 months of your accounting period end. Different from accounts deadline.

Notify Changes

Report changes to directors, shareholders, registered office, or share capital within 14 days.

Statutory Registers

Every company must maintain certain statutory registers. These can be kept at the registered office or filed with Companies House:

Register of members: Details of all shareholders
Register of directors: Details of all current and former directors
Register of directors' residential addresses: Kept confidential
Register of secretaries: If you have a company secretary
Register of people with significant control (PSC): Anyone with 25%+ shares or voting rights
Register of charges: Any security interests over company assets

Public Inspection

Certain registers must be available for public inspection at your registered office during business hours, or you can elect to keep them on the public register at Companies House.

Financial Responsibilities

Accurate Records

Maintain proper accounting records that show the company's financial position at any time. Keep records for at least 6 years.

Solvency

Ensure the company can pay its debts when they fall due. Trading while insolvent can lead to personal liability for company debts.

Tax Compliance

Ensure all taxes (Corporation Tax, PAYE, VAT) are calculated correctly and paid on time. Personal liability can arise for unpaid PAYE/NI.

What Happens If You Breach Your Duties?

Failing to meet your director duties can have serious consequences:

Personal Liability

You may become personally liable for company debts if you breach your duties, particularly around insolvency or wrongful trading.

Fines and Penalties

Late filing incurs automatic penalties. Companies House penalties range from £150 to £1,500 for late accounts. Criminal prosecution is possible for persistent offenders.

Director Disqualification

Serious breaches can result in disqualification from acting as a director for 2-15 years. This applies to all companies, not just the one where you breached your duties.

Common Questions

Director Responsibilities FAQs

The Companies Act 2006 sets out seven statutory duties: act within your powers, promote the success of the company, exercise independent judgment, exercise reasonable care, skill and diligence, avoid conflicts of interest, not accept benefits from third parties, and declare any interest in proposed transactions. Breach of these duties can result in personal liability, fines, or disqualification.

Yes. Your legal duties apply regardless of whether you're paid or whether the company is trading. They also apply to all directors equally - there's no distinction between executive and non-executive directors when it comes to legal responsibilities.

You must ensure annual accounts are filed with Companies House within 9 months of your year-end, a confirmation statement is filed at least once every 12 months (£50 fee), and the CT600 Corporation Tax return is filed with HMRC within 12 months of your accounting period end. Changes to directors, shareholders, registered office, or share capital must be reported within 14 days.

Every company must maintain a register of members (shareholders), a register of directors, a register of directors' residential addresses (kept confidential), a register of secretaries if you have one, a register of people with significant control (anyone with 25%+ shares or voting rights), and a register of charges. These can be kept at the registered office or filed with Companies House, and certain registers must be available for public inspection.

Yes, in certain situations. Trading while insolvent can lead to personal liability for company debts, so you must ensure the company can pay its debts when they fall due. Personal liability can also arise for unpaid PAYE and National Insurance, and more generally if you breach your duties, particularly around insolvency or wrongful trading.

Late filing incurs automatic penalties - Companies House penalties for late accounts range from £150 to £1,500, and criminal prosecution is possible for persistent offenders. Serious breaches can also lead to disqualification from acting as a director for 2 to 15 years, which applies to all companies, not just the one where you breached your duties.

Sources

Rates and thresholds on this page come from the official HMRC and Companies House guidance below. Tax rules change, so check the source if you are relying on a figure.

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