Skip to main content
Book a call — £89
Menu

Company Directors & Secretaries UK: Duties Explained

We're not a law firm — we help you find the right legal support. For advice on your situation, speak to a legal adviser or find a solicitor.

Part ofCompanies House Forms UK

Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
Running a limited company in the UK comes with a set of legal responsibilities that sit squarely on the shoulders of its directors, and in many cases, its company secretary too. These roles are not just administrative titles. They carry real statutory duties under the Companies Act 2006, and getting them wrong can lead to personal liability, fines, or disqualification. Whether you are thinking about taking on a directorship, appointing someone to your board, or considering whether your company needs a secretary at all, it helps to understand what the law actually expects of the people holding these positions. This guide walks through the core duties, the practical side of each role, and the common questions people ask when they first step into one of these posts.

Overview

A company director is the person appointed to manage a limited company on behalf of its shareholders. Every private limited company in England and Wales must have at least one natural person acting as a director, and every public company must have at least two.

Directors make the decisions that steer the business, from signing off accounts to entering into contracts, and they carry legal responsibility for keeping the company on the right side of the law. A company secretary, by contrast, traditionally handles the governance and compliance side of things: filings at Companies House, maintaining statutory registers, organising board meetings, and making sure the paperwork is in order.

Since the Companies Act 2006 came into force, private companies are no longer required to appoint a secretary, though many still do because the workload does not disappear simply because the title is optional. Public companies must still appoint one, and the secretary of a plc has to meet certain qualification requirements.

Key steps

  1. Check eligibility before accepting the role. Not everyone can be a company director. You must be at least 16 years old, not an undischarged bankrupt, and not subject to a disqualification order. Certain people, such as those previously disqualified by a court, cannot act without permission. Run through these basic checks before agreeing to an appointment.
  2. Understand the seven statutory duties under the Companies Act 2006. Sections 171 to 177 set out the core duties every director owes to the company. These cover acting within your powers, promoting the success of the company, exercising independent judgement, applying reasonable care and skill, avoiding conflicts of interest, not accepting third party benefits, and declaring any interest in proposed transactions.
  3. Register the appointment with Companies House. New directors must be notified to Companies House using form AP01 (or AP02 for a corporate director), and secretaries are notified using AP03 or AP04. Most appointments can be filed online. The company's own statutory register of directors should also be updated, along with the register of directors' residential addresses.
  4. Keep company records and filings up to date. Directors are responsible, whether or not there is a secretary, for ensuring the confirmation statement is filed annually, accounts are filed on time, and any changes to the company (such as a new registered office or share issue) are notified. Late filings attract penalties that increase the longer the delay runs.
  5. Recognise when to step back or seek help. If the company runs into financial difficulty, directors have additional duties to consider the interests of creditors. Continuing to trade when a company cannot pay its debts can lead to personal liability for wrongful trading. Knowing when to pause and take proper guidance is part of the role.

Common questions

If you're dealing with this kind of situation, a call with an experienced legal adviser can help you work out the right next step — from £89.

Common questions

Q Does a private limited company need a company secretary?
No. Since the Companies Act 2006, private limited companies in the UK are not required to appoint a secretary. Many still choose to, because the administrative and compliance work the role covers still needs doing by someone. Public limited companies, however, must appoint a secretary, and that person needs to meet specific qualification criteria set out in the Act.
Q Can a director also be the company secretary?
Yes, a director can hold the role of company secretary at the same time in most cases, particularly in smaller private companies. The main exception is that a sole director of a private company generally cannot also be the sole secretary in ways that would require the same person to sign documents in both capacities. For public companies, separation is more strictly observed.
Q What happens if a director breaches their statutory duties?
The consequences can include personal liability to compensate the company for any loss, being required to account for profits gained, having transactions set aside, and in serious cases, disqualification as a director for up to 15 years. Directors can also face criminal penalties for certain breaches, such as failing to file accounts or knowingly making false statements to Companies House.
Q Who can be appointed as a director?
Anyone aged 16 or over can be appointed, provided they are not disqualified, not an undischarged bankrupt, and not otherwise prohibited. There is no requirement to be a UK resident or a British citizen. Every private company must have at least one director who is a natural person rather than a corporate entity, though additional corporate directors are permitted alongside them.
Q What is the difference between executive and non-executive directors?
Executive directors are involved in the day to day running of the business and are usually employees of the company. Non-executive directors sit on the board but do not take part in daily management; their role is typically oversight, bringing independent judgement, and challenging executive decisions. Both types owe the same statutory duties under the Companies Act 2006.
Q How do I resign as a director?
You would normally give notice in accordance with any service agreement or the company's articles, then the company files form TM01 at Companies House to remove you from the register. It is also good practice to confirm your resignation in writing to the board and retain a copy. Until the filing is made, you may still be shown publicly as a serving director.
Q Do directors of small companies have the same duties as directors of large ones?
Yes. The statutory duties under the Companies Act 2006 apply equally, regardless of whether the company has one employee or one thousand. What may differ in practice is the standard of care expected, because section 174 considers the knowledge and experience the particular director has or ought to have. The core obligations themselves do not scale down.
If you're dealing with this kind of situation, a call with an experienced legal adviser can help you work out the right next step — from £89.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

Full profile →SRA register ↗
Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.