What is a company director and what are a director's responsibilities?

Last updated · General guidance, not legal or tax advice

A company director is the person legally responsible for running a limited company and making sure it meets its legal obligations. Directors manage the company on behalf of its shareholders and must follow the company's rules, act in its interests and keep its records, accounts and filings up to date.

Directors can ask an accountant or other adviser to help, but the legal responsibility stays with the directors.

What are a director's legal duties?

The Companies Act 2006 sets out general duties. In summary, a director must:

  • Act within the company's constitution (its articles of association)
  • Promote the success of the company for the benefit of its members as a whole
  • Exercise independent judgement
  • Exercise reasonable care, skill and diligence
  • Avoid conflicts of interest
  • Not accept benefits from third parties because of their role
  • Declare any interest in a proposed transaction or arrangement with the company

If the company runs into financial difficulty, directors must take creditors' interests into account. See GOV.UK's directors' responsibilities.

What records and filings are directors responsible for?

  • Keeping accounting records and statutory registers — see what records to keep
  • Filing annual accounts with Companies House and a Company Tax Return with HMRC
  • Paying Corporation Tax on time
  • Filing a confirmation statement at least once a year
  • Reporting changes such as new directors, a new registered office or changes to PSCs
  • Running payroll and VAT correctly where they apply

Our guide to annual filing deadlines sets these out in one place.

What is a conflict of interest?

A conflict arises when a director's personal interests could clash with the company's — for example, the company buying from another business the director owns. Directors must avoid conflicts or have them properly authorised, and declare interests in transactions with the company. Small companies often deal with this by recording the declaration in board minutes.

Can I hand responsibilities to an accountant?

You can delegate the work, but not the responsibility. An accountant can prepare and file accounts and tax returns, run payroll and remind you of deadlines, which makes compliance much easier. But if filings are late or wrong, Companies House and HMRC will look to the company and its directors.

Many directors find ongoing accounting support the simplest way to stay on top of this.

Can a director be personally liable?

Usually the company is liable for its own debts. But directors can become personally liable in some circumstances, including if they give a personal guarantee, continue trading when they know the company cannot avoid insolvency (wrongful trading), act fraudulently, or take dividends or loans improperly. Directors can also be disqualified for serious misconduct.

What details does a director give to Companies House?

Each director provides a service address (public) and a residential address (private). If you do not want your home on the public register, use a separate director service address. Directors also need to verify their identity under current Companies House rules.

Is a director the same as an owner?

Not necessarily. Directors run the company; shareholders own it. In many small companies the same person is both, but the roles are legally separate. See director vs shareholder.

In short

A company director is legally responsible for running a limited company on behalf of its shareholders. Under the Companies Act 2006, directors must act within the company's articles, promote the company's success, use independent judgement and reasonable care, avoid conflicts of interest and declare interests in company transactions. They are responsible for keeping records, filing annual accounts and the confirmation statement with Companies House, and filing the Company Tax Return and paying Corporation Tax to HMRC, along with payroll and VAT where they apply. An accountant can do much of this work, but legal responsibility stays with the directors. Directors can become personally liable in some situations, such as personal guarantees or wrongful trading.

Frequently asked questions

Do directors have to be paid?

No. A director does not have to take a salary, although many do. How a director takes money out has tax consequences — see how a director can pay themselves.

How old must a director be?

At least 16.

Sources and official guidance

This guide is general information about UK rules as at 3 October 2026. It is not legal, tax or financial advice.