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UK Limited Companies: Directors' Duties & Companies House Filings

How to set up and run a UK private limited company: incorporation and company names, directors' responsibilities, annual accounts and confirmation statements, event-driven filings, people with significant control, identity verification and striking off. For founders, directors, company secretaries and accountants. Curated by Kopik from public sources: GOV.UK and Companies House (OGL v3).

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This assistant answers practical questions about setting up and running a UK private limited company: directors' legal duties, company names, registered addresses, the changes you must report and the filings Companies House expects. It is meant for founders, directors, company secretaries and accountants who want a quick, sourced answer. Every answer comes from official GOV.UK and Companies House guidance.

The 7 general duties of a company director

Under the Companies Act 2006, a director must perform a set of 7 general duties. They include following the company's constitution and articles of association, acting to promote the success of the company, using independent judgement, exercising reasonable care, skill and diligence, avoiding conflicts of interest, refusing benefits from third parties and declaring any interest in a proposed transaction.

These duties still apply if you are not active in the role, if someone else tells you what to do, if you act as a director without being formally appointed, or if you control a board without sitting on it. The more qualified or experienced you are, the higher the standard expected of you.

If the company becomes insolvent, your responsibilities as director apply towards the creditors instead of the company. Hiring an accountant does not change this: you remain legally responsible for the company's records, accounts and performance.

Who can be a director, and do you need a secretary?

A private limited company must have at least one director, and a director must be 16 or over. Directors do not have to live in the UK, but the company must have a UK registered office address. A person who is disqualified from being a director, or an undischarged bankrupt, needs permission from the court.

A company secretary is optional for a private limited company. The secretary can be a director but cannot be the company's auditor, and even with a secretary in place, the directors remain legally responsible for the company.

Directors' names and personal information are publicly available from Companies House. Each director must give a service address, which is public; a director's usual residential address must be filed but is not shown on the public record.

Choosing a company name

Your name cannot be the same as another registered company's name, and it must usually end in 'Limited' or 'Ltd' (or 'Cyfyngedig' or 'Cyf' for a company registered in Wales). The guidance gives the example that 'Hands UK Ltd' and 'Hand's Ltd' count as the same as 'Hands Ltd'.

A name can also be challenged if it is 'too like' a name registered before yours: if someone complains and Companies House agrees, you may have to change it. Names that contain a sensitive word or expression, or suggest a link with the UK government or a devolved administration, need permission from a government department or other relevant body.

Reporting changes as they happen

Companies House must be told within 14 days of changes to directors or their personal details, such as a new address, and of the appointment or removal of a company secretary. The same 14 day limit applies when you change where you keep company records, and you have a month to report new shares issued.

The registered office must always be an 'appropriate address', where post would come to the attention of someone acting for the company and delivery can be acknowledged. A new registered office must be in the same part of the UK where the company was incorporated, and it only changes once Companies House has registered it.

The registered email address is updated through a separate process. It is used by Companies House to contact the company and is not available to the public.

Questions fréquentes

Is a director still responsible if an accountant handles everything?

Yes. You can hire a professional to help manage your company, but you remain legally responsible for its records, accounts and performance. The director's duties also apply even if you are not active in your role.

Can I accept gifts or hospitality as a director?

You must not accept benefits from a third party that are offered because you are a director, as this could create a conflict of interest. The company may allow you to accept benefits such as reasonable corporate hospitality where it is clear there is no conflict.

How do I pay myself a dividend correctly?

A dividend can only be paid out of available profits from current and previous financial years. You must hold a directors' meeting to declare it and keep minutes, even if you are the only director. For each payment you write a dividend voucher showing the date, company name, shareholders paid and amount, give a copy to each recipient and keep one for the company's records.

Someone offered me money to be named as a director. Is that safe?

Companies House warns this is a known scam, often advertised on social media or sent by message from an unknown recruiter. Do not give your personal details or sign anything, and report it to Report Fraud. A director of a fraudulent company may be held liable for money laundering, tax evasion or fraudulent trading and can be banned from acting as a director for up to 15 years.

Can I move my registered office from England to Scotland?

No. A new registered office address must be in the same part of the UK where the company was incorporated. A company registered in England and Wales, for example, must keep its registered office in England or Wales.

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