The seven duties of a director, the confirmation statement and accounts deadlines, late filing penalties, identity verification, insolvency, disqualification and striking off.
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Check My Director Duties →Directors of private and public limited companies registered anywhere in the UK, and people thinking of becoming one, who want to know what the law expects of a director and what must be sent to Companies House. It covers:
If one of these facts is missing, the answer depends on it and this guide does not assume it.
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:
These duties apply even if you are not active in the role, if someone else tells you what to do, if you act as a director without being formally appointed, or if 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.
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 directors can be fined up to £5,000 and the company may be struck off.
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, and a public company has 6 months. Changing the accounting reference period can shorten the time.
First accounts covering more than 12 months are due within 21 months of incorporation for a private company (18 months for a public company), or 3 months from the accounting reference date if that is later.
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, for example with an unsigned balance sheet, are sent back, and if the corrected accounts arrive late there is a penalty.
If something exceptional and unforeseen is going to make the accounts late, you can apply for more time, but only before the deadline has passed.
Since 4 March 2024 every company must have an appropriate registered office address, where documents can be expected to reach someone acting for the company and 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.
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:
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, and 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, such as a fire destroying the records a few days before the deadline.
An appeal is unlikely to succeed if it rests only on 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.
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, 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 confirming they have verified their identity, with their Companies House personal code. When that period falls depends on whether they were already a person with significant control on 18 November 2025 and whether they are also a director. For someone who became one after that date, it starts when they are registered.
You can verify free through GOV.UK One Login, or 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.
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.
Under section 214 of the Insolvency Act 1986 (wrongful trading), if the company goes into insolvent liquidation, a court can order a director to contribute to its assets 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.
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, and you cannot 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.
You can close a company by getting it struck off (dissolved), but only if 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, and 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, for example if it does not file its confirmation statement or does not have an appropriate registered office.
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.
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.
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