UK Company Director Responsibilities

The Seven Statutory Duties

1. Act within powers — only use your powers for the purposes they were given (check the articles of association).
2. Promote the success of the company — act in good faith in the interests of the company as a whole, considering employees, suppliers, the community, and the environment.
3. Exercise independent judgement — do not simply rubber-stamp what someone else tells you.
4. Exercise reasonable care, skill, and diligence — the standard expected of a reasonably diligent person with your general knowledge and experience.
5. Avoid conflicts of interest— do not put yourself in a position where your personal interests clash with the company’s.
6. Do not accept benefits from third parties — if a benefit could create a conflict, decline it.
7. Declare interest in proposed transactions — if you have a personal interest in a deal the company is entering, declare it to the other directors.

Filing Deadlines

• Confirmation statement— at least once every 12 months (£13 online).
• Annual accounts — within 9 months of the accounting reference date.
• Corporation Tax return — within 12 months of the end of the accounting period.
• Notify changes — changes to directors, registered office, share capital, or PSCs must be filed within 14 days.

Personal Liability

Limited liability protects shareholders, but directors can still be held personally liable in several situations: wrongful trading (continuing to trade when you knew — or should have known — the company could not avoid insolvency), fraudulent trading, signing personal guarantees for company debts, failing to pay PAYE or VAT to HMRC, or breaching health and safety legislation.

Disqualification

The Insolvency Service can apply to disqualify a director for 2 to 15 years. Common grounds include persistent late filing, trading while insolvent, extracting company assets for personal use, and acting as a director while already disqualified. During a disqualification period you cannot act as a director, directly or indirectly, of any UK company.