Role and Responsibilities of a Limited Company Director

Guide to the role and responsibilities of a limited company director.

The primary role of a director is run and manage a company

Summary Points

• A director is a legal appointment in a Limited Company with substantial responsibilities which are defined by law.
• A director is not the same as a Shareholder, although the same person can fulfil both roles in the same company.
• In a small owner-managed business the director(s) and shareholder(s) are usually the same people.
• A company must have at least one director, and there is no limit to the number of directors.
• A Director is normally regarded as an employee of the company for Payroll/PAYE purposes
• Directorships can be terminated at any time, although there may be a cost involved.

Directors' Responsibilities

Director's responsibilities include:

• To file the company's annual accounts and annual return on time at Companies House.
• To file the company's annual accounts on time with HMRC.
• To file and pay all applicable taxes including Corporation Tax, VAT, PAYE and CIS.
• Ensure the company details are up to date at Companies House.
• Ensure that company stationery complies with the regulations.
• General duties are also stipulated by law - see below.

Appointment and Termination of a Director

When a person becomes a director, he or she must be registered at Companies House.

Director's Details which must be registered are:

• Full Name
• Home address - this need not be publicly available
• Service address - if the personal address is to be kept private the service address is usually the place of business or registered office if different
• Occupation
• Nationality

The first directors when a new company is formed are added during the online formation process or included in Companies House Form IN01.

Subsequent new directors must be notified to Companies House within 14 days either online using Companies House Webfiling or using Companies House Form AP01

The Register of Directors must also be updated.

To terminate a director, use Companies House WebFiling or Form TM01.

Register of Directors

Companies must keep a Register of Directors.

General Duties of a Company Director include:

• To only act within their powers described in the company’s Memorandum and Articles of Association
• To promote the success of the company
• To exercise judgement, care, skill and diligence
• To avoid conflicts of interest and not to accept benefits from third parties
• To disclose a personal interest in a proposed transaction or arrangement

Links

Companies House Guide for Directors and Secretaries
UK Government Webpage