Directors Duties & Responsibilities
Intelligent Taxation Limited
If you currently are a director, or are in the process of becoming one, you should be aware of a director's roles and responsibilities outlined below.
1Your Duties as a Director
As a director, you have the following duties:
Act within your powers and ensure the company follows its constitution (Memorandum and Articles of Association).
Act in good faith to promote the success of the company, considering employees, suppliers, customers, the environment and the community.
Carry out your duties with reasonable care and skill. Higher standards may apply if you hold a specialist qualification.
Exercise independent judgement — make decisions for the benefit of the company, not yourself.
Avoid conflicts of interest. Do not take bribes, divert business opportunities, or conceal personal interests.
Make a declaration of interest where appropriate. You may not be allowed to vote where conflicts exist.
Accept no benefits from third parties by reason of being a director.
Never act with intent to defraud creditors or for any fraudulent purpose.
Never engage in wrongful trading — allowing the company to trade while insolvent can lead to personal liability.
Carry out statutory obligations imposed by the Companies Act 2006 and other legislation.
!Personal Liability
Directors are personally liable for certain actions. Key legislation includes:
- Insolvency Act 1986 — personal liability for wrongful or fraudulent trading
- Health and Safety at Work Act 1974
- Laws relating to the control and disposal of hazardous waste
2Company Records
Directors are responsible for keeping the company's records, including:
3Accounting Records
You must keep accounting records that include:
⚠ Important
Failure to keep accounting records could result in a £3,000 fine from HMRC or disqualification as a company director.
Record retention period: at least 6 years
You may need to keep records longer if:
- Transactions cover more than one accounting period
- Purchases expected to last more than six years (e.g. equipment)
- Company Tax Return was submitted late
- HMRC have started a compliance check
4Annual Return
You must send Companies House a company annual return every year within 28 days of the anniversary of incorporation.
Missing the deadline? Companies House could close your company, prosecute you, or disqualify you as a director.
The annual return must include:
5Company Name Display
You must display a sign showing your company name at your registered address and wherever your business operates. (Home businesses are exempt from signage.)
On business letters, order forms, invoices and websites, you must show:
6Changing Company Details
You must tell Companies House if you change your registered office address (they will notify HMRC).
Notify Companies House within 14 days if you change:
- Where company records are kept
- Directors or their personal details
- Company secretaries
Notify within 1 month if you issue more shares.
Shareholder vote may be required to:
- Change the company name
- Remove a director
- Change the articles of association
You must tell HMRC if your business contact details change. To appoint an accountant for Corporation Tax, use form 64-8 or Corporation Tax Online.