Directors' statutory responsibilities and accounts
Directors' duties under the Companies Act 2006 and what they mean for accounts and filings.
UK company directors’ statutory responsibilities are codified in the Companies Act 2006 and supplemented by case law, the FRC’s UK Corporate Governance Code and various tax statutes. Even sole-director micro-companies are bound by the seven general duties — and personally responsible for the accuracy of every set of accounts that goes to Companies House.
The seven general duties
Sections 171–177 of the Companies Act set out the duties of a director.
| Section | Duty |
|---|---|
| s171 | Act within powers (the constitution) |
| s172 | Promote the success of the company |
| s173 | Exercise independent judgement |
| s174 | Exercise reasonable care, skill and diligence |
| s175 | Avoid conflicts of interest |
| s176 | Not accept benefits from third parties |
| s177 | Declare interests in transactions |
Section 172 is the cornerstone — directors must act in the way they consider, in good faith, would be most likely to promote success for the benefit of members as a whole, having regard to long-term consequences, employees, suppliers, the community, the environment, and the desirability of acting fairly between members.
Accounting and filing duties
Directors are personally responsible for keeping records and filing accounts on time.
| Filing | Deadline | Responsibility |
|---|---|---|
| Annual accounts (Companies House) | 9 months after year-end (private) | All directors |
| CT600 corporation tax return | 12 months after year-end | All directors |
| Confirmation statement | Within 14 days of made-up date | All directors |
| Persons of Significant Control (PSC) updates | Within 14 days of change | All directors |
| Charges (mortgages and debentures) | Within 21 days | All directors |
| PAYE RTI | Each pay run | Director or delegated |
The accounts must give a true and fair view, comply with the Companies House annual accounts rules, and be approved by the board with one director signing.
Personal liability and disqualification
Directors can be personally fined or disqualified for breaches.
- Wrongful trading if the company continues trading after insolvency is foreseeable
- Fraudulent trading for intent to defraud creditors
- Section 994 unfair prejudice claims by minority shareholders
- Disqualification from being a director (Company Directors Disqualification Act 1986) for 2–15 years
- Health and safety, bribery, modern slavery and data protection offences sit alongside the Companies Act
- HMRC can transfer liability for unpaid PAYE/NIC under Personal Liability Notices
Closing thoughts
Director status is a serious legal role, even in a single-shareholder limited company. Pair this with our Companies House annual accounts article, the directors’ loan account guide, and the year-end checklist to stay on top of obligations. Read the Companies House guidance for directors for the official position. See pricing for software that surfaces directors’ filing dates automatically.