Directors’ Responsibilities for UK Limited Companies
A practical guide to your legal duties under the Companies Act 2006, and your responsibilities to HMRC and Companies House.
Companies House HMRC taxes Payroll & pensions Governance & records
At a glance
- Keep accurate accounting records and statutory registers.
- File accounts and a confirmation statement each year.
- Register for Corporation Tax and file the CT600 on time.
- Operate PAYE/RTI; handle P11D and pensions where relevant.
- Register and file VAT if your turnover requires it.
General duties under the Companies Act 2006
Governance
Core statutory duties
- ✓ Act within powers and the company’s constitution.
- ✓ Promote the success of the company (s172).
- ✓ Exercise independent judgement.
- ✓ Exercise reasonable care, skill and diligence.
- ✓ Avoid conflicts of interest; don’t accept third‑party benefits.
- ✓ Declare interests in proposed transactions.
Records
Books & statutory registers
- ✓ Maintain accurate accounting records.
- ✓ Keep registers of directors, members, PSCs, charges etc.
- ✓ Keep minutes of board meetings and resolutions.
- ✓ Keep records for required retention periods.
Disclosure
Public filings & updates
- ✓ File annual accounts and confirmation statement.
- ✓ Notify changes to directors, PSCs, registered office.
- ✓ Update share allotments and capital changes.
Tax, payroll & VAT responsibilities
Corporation Tax
- Register for Corporation Tax after incorporation.
- Prepare statutory accounts and CT600 in iXBRL.
- Pay Corporation Tax by the due date.
PAYE, RTI & benefits
- Register as an employer and run payroll under PAYE.
- Submit RTI on or before payday; pay PAYE/NIC.
- Report benefits via P11D/P11D(b) where applicable.
VAT (if registered)
- Register when turnover exceeds the threshold or voluntarily.
- Keep digital records and file via MTD.
- Choose appropriate scheme (Standard, Flat Rate, Cash, etc.).
People, pensions & other obligations
Workplace pensions
- Assess staff and operate auto‑enrolment.
- Choose a qualifying pension scheme.
- Complete re‑enrolment and re‑declaration on time.
Information & data
- Meet GDPR obligations for personal data.
- Provide payslips, contracts and statutory statements.
- Retain documents for HMRC/Companies House timescales.
Consequences
- Late filings lead to penalties and potential prosecution.
- Directors can be disqualified for serious breaches.
- Interest and surcharges may apply to late taxes.
Key filings & deadlines (typical)
| Filing | Usual deadline | Notes |
|---|---|---|
| Annual accounts (Companies House) | 9 months after year‑end | New companies: 21 months from incorporation for first accounts. |
| Corporation Tax return (CT600) | 12 months after period end | Tax payment typically due 9 months + 1 day after period end. |
| Confirmation statement | On or before due date (usually yearly) | Confirms company information on public record. |
| VAT return & payment | 1 month + 7 days after VAT period | MTD digital submission required if registered. |
| PAYE/NIC payment | By 22nd of following month (electronic) | RTI submissions due on or before payday. |
| P11D/P11D(b) | 6 July following tax year | Class 1A NIC due by 22 July if paid electronically. |
Deadlines can vary by company circumstances. We provide calendars and reminders to keep you compliant.
Need help meeting your directors’ responsibilities?
We’ll set up a compliance calendar, prepare filings and manage HMRC/Companies House submissions for you.
FAQs
The company is a separate legal entity, but directors can be personally liable for wrongful trading, fraud, or breaches of duty. Penalties can include fines and disqualification.
Shareholders own the company; directors manage it. Directors must act in the company’s best interests (not just individual shareholders) and follow the Companies Act duties.
Yes. We offer bookkeeping, payroll (including RTI and pensions), VAT, accounts and Corporation Tax filing on a fixed‑fee basis.