Company Director Duties and Companies House Filing

Who this guide is for

This guide is for directors of private and public limited companies registered anywhere in the UK, and for people thinking of becoming a director. It is for anyone who wants to know what the law expects of a director and what must be sent to Companies House. It covers:

• The seven general duties of a director.
• The confirmation statement, annual accounts and their deadlines.
• Late filing penalties, paying them and appeals.
• Identity verification, the registered office address and the registered email address.
• What changes when the company cannot pay its debts, and director disqualification.
• Closing a company by striking it off.

What this guide does not cover

• Corporation Tax, the Company Tax Return and HMRC penalties: ask HMRC or an accountant.
• How to prepare accounts, which kind of accounts your company can file, and audit exemption: ask an accountant.
• Liquidation and administration procedures: ask a licensed insolvency practitioner.
• The special rules for LLPs, charities, community interest companies and overseas companies.
• Keeping the register of people with significant control, apart from when they must verify their identity.
• Planned future changes to accounts filing and company reporting that are not in force yet: check GOV.UK.
• Your duties as an employer, such as pay, contracts and dismissal: see our employer obligations guide.

At a glance

• The Companies Act 2006 gives every director seven general duties, and they bind a director who takes no part in running the company.
• Each year the company must send Companies House a confirmation statement and its accounts, even if it is dormant or nothing has changed.
• Accounts that arrive late bring an automatic penalty, starting at £150 for a private company.
• Directors must have their identity verified by Companies House: a new director before acting, an existing director by the next confirmation statement.
• When a company cannot pay its debts, directors must put creditors first, and carrying on trading can make a director personally liable.

What the rules depend on

1. Is the company private or public? Deadlines and penalties differ. Most small companies are private limited companies.
2. Are these the company's first accounts? First accounts covering more than 12 months have a longer deadline than later accounts.
3. What are the accounting reference date and the confirmation statement date? Both are shown on Find and update company information on GOV.UK.
4. Can the company pay its debts? If it is insolvent, a director's duties apply towards its creditors, and the rules on wrongful trading may matter.
5. Where is the company registered? Company law and Companies House rules are the same across the UK, but insolvency law in Northern Ireland is separate.

"What are my duties as a director?"

As a director you are legally responsible for running the company and for making sure information reaches Companies House on time. You can hire an accountant or other professional to help, but you are still legally responsible for the company's records, accounts and performance.

The Companies Act 2006 sets out seven general duties. You must:

• follow the company's constitution and articles of association, and use your powers only for their proper purpose;
• act in the way most likely to promote the success of the company. This means considering: the long-term consequences of decisions; the employees; relationships with suppliers and customers; the community and environment; the company's reputation; and fairness between members;
• use your own independent judgement, even when you take advice;
• use reasonable care, skill and diligence, including any special knowledge or experience you have;
• avoid situations where your loyalties might be divided, and tell the other directors and members about any possible conflict of interest;
• not accept benefits from third parties that are offered because you are a director;
• tell the other directors and members if you might personally benefit from a transaction the company makes.

These duties apply even if:

• you are not active in the role;
• someone else tells you what to do;
• you act as a director without being formally appointed; or
• you control the board without being on it.

The duty to avoid conflicts continues after you stop being a director: you must not take advantage of property, information or opportunities you learned about as a director. You must also not misuse company property, and you must keep the company's affairs confidential.

A director who does not meet these responsibilities may be fined, prosecuted or disqualified.

Recruiters sometimes offer money for your identity details so they can name you as the director of an unknown company. Do not give your details or sign anything, and report it to Report Fraud. If you have already signed up, resign and get independent legal advice.

"What must the company file, and when?"

Confirmation statement: the company must file at least one every 12 months, even if nothing has changed. The review period ends 12 months after incorporation, or 12 months after the confirmation date on the last statement.

You can file the confirmation statement up to 14 days after the end of the review period. Filing early starts a new 12-month review period.

From 1 February 2026 the fee for filing a confirmation statement online is £50. A paper form costs more.

If the confirmation statement is not filed, the company and every officer in default commit an offence, and the company may be struck off. The fine depends on the nation:

• in England and Wales, the fine has no set limit, plus a daily fine;
• in Scotland and Northern Ireland, it is up to level 5 on the standard scale, plus a daily fine.

Changes such as a new director, a new registered office or a change in people with significant control must be reported when they happen. They cannot be made on the confirmation statement itself.

Annual accounts: every company must send its accounts to Companies House every year, whether it is private or public, large or small, trading or dormant.

A private company has 9 months from the end of its accounting reference period to deliver its accounts. A public company has 6 months. Changing the accounting reference period can shorten the time.

First accounts that cover more than 12 months are due by whichever of these is later:

• 21 months after incorporation for a private company (18 months for a public company); or
• 3 months from the accounting reference date.

Delivery means the accounts have actually been received by Companies House in the correct format. A deadline that falls on a Sunday or bank holiday still applies. Accounts that do not meet the Companies Act requirements are sent back. An example is accounts with an unsigned balance sheet. If the corrected accounts arrive late, there is a penalty.

You can apply for more time if something exceptional and unforeseen is going to make the accounts late. You can only apply before the deadline has passed.

Since 4 March 2024 every company must have an appropriate registered office address. This is an address where documents can be expected to reach someone acting for the company, and where their delivery can be acknowledged. A PO Box cannot be used. Every company must also give Companies House a registered email address, which is not published.

Companies House emails reminders when accounts and confirmation statements are due, and no longer sends paper reminders.

"What is the penalty for late accounts?"

A late filing penalty is imposed automatically when accounts arrive late. It applies only to accounts, and the amount depends on how late they are:

• not more than 1 month late: £150 for a private company, £750 for a public company;
• more than 1 month and up to 3 months late: £375 for a private company, £1,500 for a public company;
• more than 3 months and up to 6 months late: £750 for a private company, £3,000 for a public company;
• more than 6 months late: £1,500 for a private company, £7,500 for a public company.

The late filing penalty is doubled if the company files its accounts late in two financial years in a row.

Not filing accounts or confirmation statements is also a criminal offence, and directors can be personally fined in the criminal courts. Any prosecution is separate from, and in addition to, the late filing penalty.

Companies House sends the penalty notice to the registered office. Most penalties can be paid online. Companies House will normally accept payment by monthly instalments over a short period, if you ask and explain why you cannot pay at once. An unpaid penalty goes to debt collectors and can end up in the County Court or the Sheriff Court.

An appeal against a late filing penalty will only succeed if you can show the circumstances were exceptional. An example is a fire destroying the records a few days before the deadline.

An appeal is unlikely to succeed if it rests only on one or more of these:

• the company being dormant;
• not being able to afford the penalty;
• relying on an accountant, or the accountant being ill;
• these being the first accounts;
• not knowing the rules;
• financial difficulties;
• post being delayed or lost;
• directors being abroad; or
• another director being responsible for the accounts.

If an appeal is rejected, you can ask the Senior Casework Unit to look at it, and after that the independent adjudicators. The adjudicators cannot force Companies House to cancel a penalty.

"Do I have to verify my identity?"

Identity verification became a legal requirement on 18 November 2025 under the Economic Crime and Corporate Transparency Act 2023.

A new director must verify their identity to incorporate a company or to be appointed, before acting as a director.

Existing directors must confirm they have verified their identity when the company files its next confirmation statement. This is during a 12-month transition that started on 18 November 2025.

Each person with significant control has a 14-day period to send a statement. The statement confirms they have verified their identity, and gives their Companies House personal code. When that period falls depends on two things: whether they were already a person with significant control on 18 November 2025, and whether they are also a director. Someone who became a person with significant control after that date is directed in writing by Companies House to send the statement. Their 14 days start on the date of that direction. Companies House can extend the time by up to 14 days at a time.

You can verify for free through GOV.UK One Login. Or you can pay an Authorised Corporate Service Provider, such as an accountancy or law firm, to do it.

Not verifying on time is an offence, and the consequences include financial penalties, referral to the Insolvency Service and prosecution. The first convictions of directors for these offences were in September 2026.

"My company is in financial trouble"

If the company becomes insolvent, your duties as a director apply towards its creditors instead of the company. A creditor is anyone the company owes money to.

In England, Wales and Scotland, section 214 of the Insolvency Act 1986 covers wrongful trading. If the company goes into insolvent liquidation, a court can order a director to contribute to its assets. It can do this if, before the winding up began, the director knew or ought to have concluded that there was no reasonable prospect of avoiding insolvent liquidation or insolvent administration.

The court will not make that order if the director took every step they ought to have taken to minimise the potential loss to the company's creditors.

Normally a director is not personally liable for the company's debts. But a personal guarantee you signed for a company debt can make you liable for it.

Get advice early from a licensed insolvency practitioner, or from a free debt adviser.

"Can I be disqualified?"

A director can be disqualified for up to 15 years. While disqualified you cannot:

• be a director of any company registered in the UK, or of an overseas company with connections to the UK; or
• be involved in forming, marketing or running a company, unless a court gives permission.

You could be fined or sent to prison for up to 2 years if you break the terms of a disqualification. The details of disqualified directors are published on the Companies House register.

"How do I close the company?"

You can close a company by getting it struck off (dissolved), but only if all of these are true:

• in the last 3 months it has not traded or sold off stock and has not changed its name;
• it is not threatened with liquidation; and
• it has no agreements with creditors, such as a Company Voluntary Arrangement.

Otherwise it has to go through a voluntary liquidation instead.

Within 7 days of applying to strike off, you must send a copy of the application to:

• the company's members;
• creditors;
• employees;
• managers or trustees of any employee pension fund; and
• any director who did not sign it.

Not doing so is an offence.

From 1 February 2026 the fee for applying online to strike off is £13.

After the company is struck off, you lose access to its bank accounts. The company would have to be restored to the register to get them back. Creditors and others can also apply to restore a dissolved company.

Companies House can itself start striking off a company. An example is if it does not file its confirmation statement or does not have an appropriate registered office.

Northern Ireland

Company law under the Companies Act 2006, the filing deadlines, the late filing penalties and identity verification are the same in Northern Ireland as in the rest of the UK.

Insolvency law in Northern Ireland is separate. In Northern Ireland, wrongful trading is covered by Article 178 of the Insolvency (Northern Ireland) Order 1989.

Director disqualification in Northern Ireland is under the Company Directors Disqualification (Northern Ireland) Order 2002, and the Department for the Economy brings disqualification proceedings. A director who took part in wrongful trading can be disqualified for up to 15 years.

Deadlines you must meet

• Confirmation statement: at least once every 12 months, within 14 days after the end of the review period.
• Accounts: 9 months after the end of the accounting reference period (private company), 6 months (public company). First accounts: 21 months from incorporation (private) or 18 months (public), or 3 months from the accounting reference date if later.
• Asking for more time to file accounts: before the deadline passes.
• Identity verification: before acting as a new director; for an existing director, by the company's next confirmation statement.
• Striking off: copies of the application to everyone who must be told within 7 days of applying.

Money figures

• Late filing penalties, private company: from £150 (up to 1 month late) to £1,500 (more than 6 months late); public company: from £750 to £7,500 on the same bands. Doubled if late two years running.
• Confirmation statement online fee from 1 February 2026: £50. Online strike-off application fee: £13.
• Not filing a confirmation statement: an offence by the company and every officer in default. England and Wales: no set limit on the fine, plus a daily fine. Scotland and Northern Ireland: up to level 5 on the standard scale, plus a daily fine.

Where to go for help

Companies House: 0303 1234 500 (Monday to Friday, 8:30am to 6pm), enquiries@companieshouse.gov.uk. Filing, deadlines, penalties, appeals and identity verification.

Business Debtline: 0800 197 6026. Free debt advice for self-employed people and directors of limited companies in England, Wales and Scotland.

Citizens Advice (England): 0800 144 8848

Citizens Advice (Wales): 0800 702 2020

Citizens Advice Scotland: 0800 028 1456

Advice NI: 0800 915 4604

Report Fraud: 0300 123 2040, if someone offers you money to be named as a director.

A licensed insolvency practitioner or a solicitor: if the company may be insolvent, or if you face disqualification.

An accountant: preparing accounts, Corporation Tax and what kind of accounts the company can file.

Traps

• Paying an accountant does not pass on your legal responsibility for filing on time.
• Relying on an accountant, or the accountant being ill, will not usually win an appeal against a penalty.
• A dormant company still has to file accounts and a confirmation statement.
• The confirmation statement and the accounts are separate filings with separate deadlines.
• Posting accounts close to the deadline is risky, because the deadline is when Companies House receives them.
• Being a director in name only, or doing what someone else says, does not remove your duties.
• Striking off is not a way round debts: it cannot be used if the company is threatened with liquidation, creditors must be told, and a dissolved company can be restored.
• HMRC penalties for late Company Tax Returns are separate from Companies House penalties.