Compliance
Company Director Responsibilities
Being a director of a UK limited company comes with legal duties under the Companies Act 2006, ongoing filing obligations to Companies House and HMRC, and personal exposure if those duties are not met.
Quick answer
What are the key takeaways?
Directors have statutory duties under the Companies Act 2006, including acting in the company's best interests and avoiding conflicts of interest.
Key takeaways
Directors have statutory duties under the Companies Act 2006, including acting in the company's best interests and avoiding conflicts of interest.
Annual accounts must be filed at Companies House within 9 months of the accounting year end; the CT600 Corporation Tax return must be filed within 12 months.
A Confirmation Statement must be filed every 12 months to confirm the company's registered details are correct.
Overdrawn director loan accounts attract a 35.75% S455 tax charge if not cleared within 9 months of the year end.
What are the statutory duties of a UK director?
The Companies Act 2006 codifies seven general duties: to act within powers, to promote the success of the company, to exercise independent judgement, to exercise reasonable care and skill, to avoid conflicts of interest, not to accept benefits from third parties and to declare interests in transactions.
These duties run from the moment of appointment. Breach of duty can expose a director to personal liability, disqualification proceedings and, in serious cases, criminal prosecution. Directors of insolvent companies face additional duties to creditors.
What are the key filing obligations?
Annual accounts must be filed at Companies House within 9 months of the accounting year end for private companies. The Corporation Tax return (CT600) must be filed with HMRC within 12 months of the end of the accounting period, and Corporation Tax must be paid within 9 months and 1 day of the year end.
A Confirmation Statement must be filed every 12 months. This confirms the accuracy of the company's registered office, directors, shareholders, share capital and PSC (people with significant control) register. There is a £13 filing fee for the online Confirmation Statement.
What is the PSC register?
Every UK company must maintain a register of people with significant control (PSC). A person has significant control if they own more than 25% of shares or voting rights, have the right to appoint or remove the majority of directors or otherwise exercise significant influence or control over the company.
PSC information must be kept up to date at Companies House. Changes must be filed within 14 days of the director becoming aware of them. Failure to maintain an accurate PSC register is a criminal offence.
What is the director loan S455 charge?
A director loan account records money borrowed from the company by a director. If the loan account is overdrawn (i.e. the director owes the company money) at the year end and is not repaid within 9 months and 1 day of the accounting period end, the company faces an S455 tax charge of 35.75% of the outstanding balance.
The S455 charge is a temporary tax — it is repaid to the company by HMRC once the director repays the loan — but the cash flow cost can be significant. Persistent overdrawn loan accounts can also attract HMRC scrutiny.
Questions
What do people ask about director responsibilities?
These answers cover the practical points clients commonly raise before asking Countify to review their own position.
Ask a different questionGenerally no, because of limited liability. However, personal liability can arise if a director has given a personal guarantee, has traded fraudulently or wrongfully, or has breached their statutory duties.
The Insolvency Service can apply to court to disqualify a person from acting as a director for up to 15 years if they are found unfit, typically following insolvency or persistent Companies House non-compliance.
Late accounts attract automatic penalties ranging from £150 to £1,500 for private companies depending on how late they are, doubling if the company files late in two consecutive years.
Yes. Countify prepares annual accounts, CT600 returns, Confirmation Statements and can advise on director loan accounts, PSC registers and other ongoing compliance obligations.
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