UK limited company directors, founders setting up businesses, company secretaries, and governance professionals needing to ensure compliance with Companies Act 2006.
They'll learn precise duties, responsibilities, legal criteria, filing obligations, and tips like appointing a secretary or using service addresses to avoid personal liability and penalties.
Key Takeaways
UK limited companies must have at least one director; secretaries optional for private firms but aid compliance.
Directors uphold seven general duties per Companies Act 2006, from acting within powers to declaring interests.
Directors remain liable for compliance even when delegating to employees or professionals.
Private companies need no secretary qualifications; PLCs require professional body membership or legal quals.
Notify Companies House of officer changes promptly; use service addresses to protect privacy.
Company officers refer to directors and company secretaries of a UK limited company. Every limited company must have at least one director responsible for management and compliance. Company secretaries are optional for private companies but mandatory for PLCs, supporting governance and administration.
What are the seven general duties of directors?
Under Companies Act 2006 sections 171-177: 1. Act within powers; 2. Promote company success considering stakeholders; 3. Exercise independent judgment; 4. Reasonable care, skill, diligence; 5. Avoid conflicts of interest; 6. No benefits from third parties; 7. Declare interests in transactions. These apply to all directors.
Do private limited companies need a company secretary?
No, since April 2008 under Companies Act 2006, private limited companies are not required to appoint one unless articles state otherwise. Duties then fall to directors. PLCs must appoint one per section 271.
Who cannot be a company officer?
Company officers cannot be disqualified directors, undischarged bankrupts, or the company's auditor. Directors must be at least 16 years old, with no upper age limit or UK residency required for them.
What are directors responsible for even if delegating tasks?
Directors bear ultimate legal responsibility for company running, records, filings, tax, PSC info, and duties, even if delegated to professionals like accountants. Failure leads to fines, prosecution, or disqualification.
