UK Company Directors & Secretaries: Duties, Rules, ID Checks

At a glance

• Minimum number of directors: every private company needs at least one; every public company needs at least two (Companies Act 2006, s.154).
• At least one natural person: a company cannot be run solely by corporate directors — at least one director must be an individual (s.155).
• Minimum age: 16 years old (s.157). An appointment made below this age is void.
• Company secretary: optional for private companies (s.270); compulsory for public companies, which must appoint someone meeting specific qualification criteria (s.271).
• Seven statutory duties: ss.171–177 of the Companies Act 2006 — acting within powers, promoting the company's success, exercising independent judgement, exercising reasonable care/skill/diligence, avoiding conflicts of interest, not accepting third-party benefits, and declaring interests in proposed transactions.
• Removing a director: an ordinary resolution, preceded by 28 clear days' special notice to the company (s.168).
• Identity verification: mandatory from 18 November 2025 for all directors and people with significant control, under the Economic Crime and Corporate Transparency Act 2023. Existing directors must verify by their next confirmation statement filed after that date; a transition period runs to 17 November 2026.
• Disqualification: a court can disqualify a director found unfit for between 2 and 15 years (Company Directors Disqualification Act 1986, s.6).
• Wrongful trading: a director can be personally liable to contribute to company assets if they kept trading after there was no reasonable prospect of avoiding insolvent liquidation (Insolvency Act 1986, s.214).

What a director does, and what a secretary does

A company director is the person appointed to manage a limited company on behalf of its shareholders. 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 under section 273 of the Act.

Who can be a director or secretary

Eligibility for directors

Under section 154 of the Companies Act 2006, every private company must have at least one director and every public company must have at least two. Section 155 adds a further requirement: at least one director of any company must be a natural person — a company cannot be run entirely by corporate directors.

To be appointed, a person must:

• be at least 16 years old (s.157) — an appointment made in contravention of this is void;
• not be an undischarged bankrupt (subject to limited exceptions and court permission in some cases);
• not be subject to a disqualification order or undertaking under the Company Directors Disqualification Act 1986, unless the court has given permission to act.

There is no requirement to be a UK resident or a British citizen, and corporate directors are permitted alongside the required natural person, subject to the rules in section 156A on the eligibility of corporate directors.

Eligibility for secretaries

Private companies choosing to appoint a secretary can appoint almost anyone the directors consider suitable — there is no statutory qualification requirement. Public companies must ensure their secretary has one of the qualifications listed in section 273 of the Act (for example, being a qualified solicitor, chartered secretary, or a member of a recognised accountancy body, or having held the position of secretary of a public company for a set period, or otherwise appearing to the directors to be capable of the role by virtue of experience).

The seven statutory duties under the Companies Act 2006

Sections 171 to 177 set out the general duties every director owes to the company. They apply to every director, of every company, regardless of size:

| Section | Duty | In short | |---|---|---| | s.171 | Act within powers | Act in accordance with the company's constitution and only exercise powers for the purposes for which they were given | | s.172 | Promote the success of the company | Act in good faith in the way most likely to promote the success of the company for the benefit of its members as a whole | | s.173 | Exercise independent judgement | Do not simply defer to others; form your own view, subject to agreements the company has properly entered into | | s.174 | Exercise reasonable care, skill and diligence | Meet both an objective standard (what a reasonably diligent person in that role would do) and a subjective standard (using the director's own actual knowledge and experience) | | s.175 | Avoid conflicts of interest | Avoid situations with a real possibility of conflict with the company's interests, unless authorised by the board | | s.176 | Not accept benefits from third parties | Do not accept benefits from third parties conferred because of being a director, unless acceptance could not reasonably be regarded as likely to give rise to a conflict | | s.177 | Declare interest in a proposed transaction | Declare the nature and extent of any interest, direct or indirect, in a proposed transaction or arrangement with the company before it is entered into |

A related duty under section 182 requires a director to declare an interest in a transaction the company has already entered into, if that wasn't declared beforehand under section 177. These duties are owed to the company itself, not directly to individual shareholders, so it is normally the company (or a liquidator, if it becomes insolvent) that can enforce them.

Does your company need a secretary?

Under section 270 of the Companies Act 2006, a private company is not required to have a secretary. If your company decides not to appoint one, anything that would otherwise be sent to the secretary can be sent to the company itself instead.

Section 271 requires every public company to appoint a secretary. A director can hold both roles at the same time — the Act expressly allows the secretary of a public company to also be one of its directors — though where a document needs two separate signatories, the same individual generally cannot sign in both capacities.

If your company later brings in a secretary, or appoints a corporate body to the role, see our guides on appointing a company secretary using form AP03 and appointing a corporate secretary using form AP04.

Appointing and removing directors and secretaries

New directors must be notified to Companies House using form AP01, or form AP02 if the new director is a corporate body. Secretaries are notified using AP03, or AP04 for a corporate secretary. Most appointments can be filed online, and the company's own statutory registers should be updated at the same time.

To remove a director, section 168 of the Companies Act 2006 allows the company to pass an ordinary resolution at a general meeting, regardless of anything in a service agreement between the director and the company. This requires special notice — 28 clear days' notice of the intention to move the resolution, given to the company, which the company must then circulate to members and to the director concerned. The director is entitled to make written representations and to speak at the meeting.

Once a director resigns or is removed, the company files form TM01 to notify Companies House. A secretary's resignation or removal is notified using form TM02. Changes to a director's own details — such as a new service address — are notified using form CH01.

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.

If your company's constitution needs checking before any of these changes, see our guide on articles of association for a private limited company.

Companies House identity verification: what changed in 2025–2026

The Economic Crime and Corporate Transparency Act 2023 introduced a significant change to how Companies House manages its register: identity verification for directors and people with significant control (PSCs).

Voluntary verification opened on 8 April 2025, and it became mandatory from 18 November 2025. The rules apply differently depending on your position:

• New directors must verify their identity before Companies House will register their appointment to a new or existing company.
• Existing directors must complete verification and quote their Companies House personal code on the company's next confirmation statement filed after 18 November 2025.
• New PSCs must verify within 14 days of being added to the register.

Companies House has set a 12-month transition period, running to 17 November 2026, during which it will not prosecute for non-compliance while the system beds in. After that, failing to verify becomes an offence, and a confirmation statement cannot be accepted if a director named on it has not verified their identity.

Verification can be done free of charge through GOV.UK One Login, using a passport or other accepted ID document, or arranged through an Authorised Corporate Service Provider (ACSP) — typically an accountant or solicitor registered as a Companies House agent — who verifies identity on the individual's behalf. Once verified, the individual receives a unique Companies House personal code linking their verified identity to the register.

Because this rollout is still in its transition period at the time of writing, always check the current position on GOV.UK before relying on a specific date for your own company's confirmation statement.

What happens if a director breaches their duties

Breaching a statutory duty under sections 171 to 177 can expose a director to a range of consequences, including:

• personal liability to compensate the company for loss caused by the breach;
• being required to account for any profit made as a result of the breach;
• transactions being set aside where a conflict of interest was not properly declared or authorised;
• disqualification as a director for between 2 and 15 years, where a court finds a director's conduct made them unfit to be concerned in the management of a company (Company Directors Disqualification Act 1986, s.6);
• criminal penalties for specific offences, such as failing to file accounts or confirmation statements, or knowingly making false statements to Companies House.

Where a company becomes insolvent, additional duties come into play. Under section 214 of the Insolvency Act 1986, a director can be ordered to make a personal contribution to the company's assets if they continued trading after they knew, or ought to have concluded, that there was no reasonable prospect of avoiding insolvent liquidation — this is known as wrongful trading.

Practical steps if you are taking on, or filling, one of these roles

1. Check eligibility before accepting a directorship. Confirm you are at least 16, not an undischarged bankrupt, and not subject to a disqualification order or undertaking.
2. Understand the seven duties before your first board decision. Read sections 171–177 in outline so you recognise a conflict of interest or a related-party transaction when one arises, rather than after the fact.
3. Register the appointment promptly. File AP01 (or AP02 for a corporate director) and AP03/AP04 for a secretary, and update the company's own statutory registers at the same time.
4. Complete identity verification if you haven't already. New directors must do this before appointment; existing directors should not wait for the next confirmation statement deadline to arrive before starting the GOV.UK One Login process.
5. Keep filings current. Confirmation statements, annual accounts, and notifications of any change (registered office, share issues, officer details) are the director's responsibility, with or without a secretary in place.
6. Recognise when the company is in financial difficulty. If the company cannot pay its debts as they fall due, the duty to consider creditors' interests intensifies, and continuing to trade without proper advice risks personal liability for wrongful trading.
7. Take advice early if something doesn't sit right. A conflict of interest, a proposed related-party transaction, or a resignation dispute is far easier to manage before it becomes a formal problem than after.

This guide provides general information about the duties of UK company directors and secretaries under the Companies Act 2006. It is not legal advice and is not a substitute for advice tailored to your specific circumstances. The law described was accurate as at July 2026 and is subject to change, particularly around the Companies House identity verification rollout — always check GOV.UK and legislation.gov.uk for the current position.

Last reviewed: July 2026 by a non-practising solicitor · Next review due: July 2027 or on legislative change.