The Duties of Directors

November 2013

You’ve just formed your new company and have appointed yourself as a director. But what does it really mean to be a director? What is expected from you and what are your legal responsibilities? In this article, we explore what is generally expected from a director and what your statutory obligations are, because it is not a role that should be accepted lightly

What does a director do?

The directors are generally responsible for determining the company’s strategy, monitoring the company’s progress and reporting on the company’s activities to the relevant parties, such as share holders. In larger organisation, they’ll also be responsible for appointing senior members of staff.

Powers

The directors are generally responsible for the management of the company and they may exercise all the powers of the company. However, the extent of their authority may be restricted by the Companies Act 2006 and the Articles of Association. The Articles of Association define the rules governing how the company is to be run; including what the directors’ powers and responsibilities are.

What are the Director’s Duties to the Company?

When you are appointed a director of a company you become an officer with extensive legal responsibilities. For a director of an incorporated body, the Companies Act 2006 sets out a statement of your general duties.

The Act outlines seven statutory directors' duties:

Essentially, the legislation requires that directors act in the interests of their company and not in the interests of any other parties (including shareholders). So even if you’re the only director and own all of the shares, you must still consider the implications of not putting your own interests above those of the company.

Reporting to Companies House

Every company director has a personal responsibility to deliver statutory documents to Companies House as and when required. These include, in particular: