Your company director responsibilities start on day one. You are legally responsible for running the company within the law, keeping accurate records, filing accounts and a confirmation statement on time, and acting in the company's best interests. These duties are set out in the Companies Act 2006. Break them and you can be fined, prosecuted or disqualified as a director for up to 15 years, and in some cases held personally liable for company debts.
Most of it is manageable once you know what's expected of you. Here's the full picture.
The 7 Statutory Director Duties Under the Companies Act 2006
Every director, whether of a one-person company or a 50-staff business, owes the same seven general duties from their first day in post.
| # | Duty | What it means in practice |
|---|---|---|
| 1 | Act within your powers | Follow the company's articles of association and only use your powers for their proper purpose. |
| 2 | Promote the success of the company | Make decisions that benefit the company and its members as a whole. |
| 3 | Exercise independent judgement | Take advice, but the final call is yours. Don't be a rubber stamp. |
| 4 | Exercise reasonable care, skill and diligence | Apply the knowledge and skill that can reasonably be expected of you. |
| 5 | Avoid conflicts of interest | Don't put yourself in a position where personal interests clash with the company's. |
| 6 | Not accept benefits from third parties | No bribes, kickbacks or undisclosed perks tied to your role. |
| 7 | Declare interests in transactions | Tell the other directors if you stand to personally benefit from a company deal. |
These duties are owed to the company itself, not to you personally, not to creditors (in most cases) and not to individual shareholders.
Director Filing and Record-Keeping Responsibilities
You are legally responsible for getting the right documents to Companies House and HMRC on time, even if you pay an accountant to prepare them.
What You Must File Every Year
- Annual accounts to Companies House (and full accounts to HMRC with your Corporation Tax return, the CT600).
- A confirmation statement at least once every 12 months, confirming your company details are correct.
- Corporation Tax return within 12 months of your accounting period end, with payment due within 9 months and 1 day.
- PAYE and pension submissions if you employ anyone, including yourself as a salaried director.
- VAT returns if your turnover exceeds the £90,000 VAT registration threshold.
Records You Must Keep
You must keep accounting records for at least 6 years, plus your statutory registers (members, directors, and people with significant control). Miss a Companies House deadline and late filing penalties start at £150, climbing to £1,500 the longer accounts stay overdue.
For how we keep limited company directors compliant, see our limited company accounting service.
When Can a Director Be Held Personally Liable?
The whole point of a limited company is that the company, not you, is liable for its debts. Your liability is normally limited to any unpaid shares you hold. But that protection can fall away. You can be made personally liable if you:
- Sign a personal guarantee (common with business loans, leases and trade credit).
- Continue trading while insolvent (wrongful or fraudulent trading) and worsen creditors' position.
- Fail to pay PAYE/NIC deductions to HMRC, who can issue a Personal Liability Notice for deliberate non-payment.
- Misuse company funds or treat company money as your own.
- Pay an unlawful dividend, one with no distributable profit to back it.
That last point catches a lot of small directors. Dividends can only be paid from retained profit after tax. Overpay and HMRC may reclassify the excess, leaving you to repay it.
Salary, Dividends and Your Director Tax Position (2026/27)
Most director-shareholders take a small salary plus dividends. The key 2026/27 thresholds:
| Figure | 2026/27 amount |
|---|---|
| Personal allowance | £12,570 |
| Higher-rate threshold | £50,270 |
| Additional-rate threshold | £125,140 |
| Dividend allowance | £500 |
| VAT registration threshold | £90,000 |
| Annual Investment Allowance | £1,000,000 |
If you use your own car for company business, you can claim mileage at 55p per mile for the first 10,000 miles and 25p thereafter. A company electric vehicle remains tax-efficient, with a Benefit-in-Kind rate of just 4% for 2026/27. Earning a little on the side? The £1,000 trading allowance may cover small untaxed earnings outside the company.
What Happens If You Get It Wrong?
Failing your duties has real consequences. According to GOV.UK guidance on directors' responsibilities, you may be fined, prosecuted or disqualified from being a company director if you don't meet your obligations. Disqualification can last up to 15 years and bars you from forming or managing any company during that time.
Delegating the work to an accountant is sensible and expected, but it does not transfer the legal responsibility. That always stays with you.
Still have questions about your obligations? Our FAQ page covers the most common director queries.
Frequently Asked Questions
Can I be a director and an employee of my own company?
Yes. Most owner-managed company directors take a small salary as an employee through PAYE and top up their income with dividends as a shareholder. The two roles are taxed differently, which is why the salary-plus-dividend approach is so common.
Do directors have to file a Self Assessment tax return?
Not automatically. HMRC removed the blanket requirement, so a director with only PAYE income taxed at source and no other reportable income may not need to file. But if you receive dividends above the £500 allowance or have other untaxed income, you'll usually still need to register for Self Assessment.
Am I personally responsible for company debts?
Normally no, that's the benefit of limited liability. Your exposure is limited to any unpaid share capital. The exception is where you sign a personal guarantee, trade while insolvent, or breach your statutory duties, in which case a court or HMRC can pursue you personally.
What's the deadline for filing my company accounts?
A private limited company must file annual accounts with Companies House within 9 months of its accounting reference date. The Corporation Tax return goes to HMRC within 12 months of the period end, but the tax itself is due 9 months and 1 day after the period ends.
Being a director shouldn't mean lying awake over filing dates and personal liability. At Zmartly we handle the accounts, returns and deadlines so you can focus on running the business, confident you're on the right side of every rule. Get in touch for a no-obligation chat about how we can support you.
