Blog - shareholder responsibilities

Responsibilities of Directors of a Limited Company

19 August 2014

You have probably already carried out research on setting up a limited company and have learnt that it takes only one person to set up a limited company. Such a company is called a sole director company. On blog.eformations.co.uk you can appoint yourself as a director and a shareholder and off you go – your company is incorporated.  But, have you wondered what responsibilities are attached with this prestigious title?

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First of all, what are directors?

Directors are essentially people responsible for running the company. They are employees of the company. They work for the benefit of shareholders (members). A director’s prime duty, which he holds together with his fellow directors is to promote the success of the company for the benefit of its members.

The Companies Act 2006 introduced four duties of directors on 1 October 2007 and a further three came into effect on 1 October 2008.These seven duties are:-

  1. To act within the powers (CA2006 s.171) conferred upon them by company law and the company’s Articles of Association.
  1. To promote the success of the company (CA2006 s.172) and in doing so have regard to some matters, for example:

– The likely consequences of any decision in the long term.

– The interests of the company’s employees.

– The need to act fairly between members of the company.

Hence, they must ensure that the company is able to pay its debts and may be held personally liable if it is unable to do so.

  1. To exercise independent judgment (CA2006 s.173).
  1. To exercise reasonable care, skill and diligence (CA2006 s.174).
  1. To avoid conflicts of interest (CA2006 s.175). Directors must avoid situations in which they have or might have a direct or indirect interest that might conflict with the interest of the company.
  1. Not to accept benefits from third parties (CA2006 s.176). They must not use their position to further their own interest.
  1. To declare interests in any proposed transaction or arrangement (CA2006 s.177). 

Directors’ Responsibilities to Companies House

In carrying out their day to day duties directors have responsibilities towards Companies House. They have to prepare and deliver documents, on behalf of the company, to Companies House as and when required by the Companies Act.

  • The annual return.
  • The annual accounts.
  • Notification of any change in the company’s officers or in their personal details.
  • Notification of a change to the company’s registered office.
  • Allotment of shares.
  • Registration of any charges.

The chores of the directors seem onerous but can be considerably lightened by using our service. Call us now on 020 82325479.