Directors’ responsibilities

4th January 2018

 

Limited company directors and secretaries are collectively referred to as ‘officers’. Directors are appointed by members (shareholders and guarantors) to run and manage the day-to-day operations of the business. Secretaries are optional for private companies, but not public companies. They are usually appointed to assist directors with important administrative tasks.

An Overview

Company directors are responsible for the management of their companies. They must act in a way most likely to promote the success of the business and benefit its shareholders. They also have the responsibilities to the company’s employees, its trading partners, and the state.

Directors are required to run a company in accordance with the Companies Act and the articles of association. They are placed in a position of trust and expected to promote the success of the business and make decisions for the benefit of the company alone, not for personal gain.

Directors are legally responsible for ensuring all filing and reporting requirements are met. This includes:

  • Registering the company for business taxes
  • Preparing and delivering confirmation statements, annual accounts and tax returns every year
  • Maintaining accurate accounting and company records
  • Making these records available for public inspection
  • Report changes to Companies House and HMRC
  • Managing payroll and PAYE

You can hire other people to manage some of these things day-to-day (for example, an accountant) but you’re still legally responsible for your company’s records, accounts and performance.

Other company records

As director, you should also keep detailed records regarding the company in regards to:

  • Directors, shareholders and company secretaries
  • The results of any shareholder votes and resolutions
  • Promises for the company to repay loans at a specific date in the future (‘debentures’) and who they must be paid back to
  • Promises the company makes for payments if something goes wrong and it’s the company’s fault (‘indemnities’)
  • Transactions when someone buys shares in the company
  • Loans or mortgages secured against the company’s assets

Potential penalties

Failure to uphold these statutory duties can lead to fines, prosecution and disqualification. Exercise your responsibilities carefully as the penalties for failure to do so can be severe.

For further advice and support on directors’ responsibilities, contact your usual Whiting & Partners representative who will be happy to discuss in more detail.



 
Other items in Blogs
 
Lucy Bayliss
12th November 2019 Finance charges for landlords – The knock on effects

  Since 6 April 2017, changes are being gradually introduced to restrict the relief available to landlords in respect of their finance costs. Under the old rules, the interest element of the mortgage payments was 100% allowable for income tax purposes. However, this is gradually being replaced with a 20% tax reducer instead. The timetable…

Read More »

Barbara Nicholas
1st November 2019 Brexit halts Budget

With all the uncertainty over Brexit, we waited a long time to learn the date of Sajid Javid’s first Budget.   Finally we learnt this was to take place on 6th November, amid great excitement at muted suggestions about the possible abolition of Inheritance Tax and radical changes to stamp duty.   The bubble has…

Read More »

Vanessa Pearson
28th October 2019 Off-Payroll Worker Tax Rules: Be prepared!

Knowledge based contractors working in the private sector will hopefully now be well aware that, subject to any possible Government last minute change of heart, new tax rules are coming next April. For many, who are not currently following IR35 rules, this will mean a large increase in the tax they pay; perhaps tens of…

Read More »

Matilda Mawson
24th October 2019 I’ve got 99 Problems but my Tax Return isn’t 1!

There are now only 99 days before the tax return filing deadline of 31 January 2020. Do not delay – file it today! Not sure if you need to file a tax return? HMRC have a questionnaire that only takes a few minutes and will check whether any of your income or gains will require…

Read More »

Jeannette Hume
24th October 2019 R&D Tax Claims: HMRC finally go-digital.

In February 2019 HMRC introduced an online tool to submit Research & Development tax relief claims (both SME and RDEC claims). It is still necessary to make the claim on a company tax return (form CT600), but the accompanying detailed R&D project information can (but does not have to) now be submitted by completion of…

Read More »

Ruth Pearson
17th October 2019 Is it too early to talk about Christmas!

In December 2018 HMRC wrote to employers to advise of a temporary easement on reporting PAYE information in real time. This was for a number of reasons, one of which could be due to businesses closing over the Christmas period and therefore having to pay staff earlier than normal.   HMRC have received feedback from…

Read More »