A new UK company director has 7 statutory duties under the Companies Act 2006 (s171-177) plus practical compliance obligations to Companies House, HMRC, and creditors. The most important first-year actions: get the basics filed on time, separate personal and company finances, and document key decisions in board minutes.
This guide covers the 7 statutory duties, the calendar of filings, and the operational habits a new director should build.
The 7 statutory duties
Codified in sections 171-177 of the Companies Act 2006. You can be personally liable for breaching them.
s171 — Act within powers
Act in accordance with the company''s constitution (Articles of Association) and only exercise powers for proper purposes. In practice: read the Articles, follow them, and don''t use director powers to benefit yourself improperly.
s172 — Promote the success of the company
Act in the way you consider, in good faith, most likely to promote the success of the company for the benefit of its members as a whole — having regard to: long-term consequences, employees, suppliers and customers, environmental impact, the company''s reputation, and fair treatment between members. This is often called the "section 172 duty" and is the headline director duty.
s173 — Exercise independent judgement
Don''t fetter your discretion — don''t simply follow what someone else (an investor, a parent company, a co-founder) tells you to do without considering it yourself.
s174 — Exercise reasonable care, skill and diligence
A dual test: (1) the general knowledge, skill and experience reasonably expected of a person carrying out the functions you carry out, plus (2) the actual knowledge, skill and experience you actually have. If you''re a former accountant, you''re held to the higher accountancy standard, not just the standard expected of a non-accountant.
s175 — Avoid conflicts of interest
Avoid situations where your interests conflict with the company''s — unless properly authorised by the board (or, in some cases, the shareholders). The classic example: diverting an opportunity that came to the company to yourself personally.
s176 — Not accept benefits from third parties
Don''t accept benefits from third parties given because of your directorship — gifts, hospitality beyond reasonable, payments. Some routine business hospitality is fine; significant or material benefit is not.
s177 — Declare interests in proposed transactions
If you have a personal interest in a transaction the company is considering, declare it to the board before the transaction is entered into. The classic example: the board considers a contract with a supplier who is your spouse — declare, then either abstain from the vote or follow whatever the Articles say.
The first-year filing calendar
By the time your company is 12 months old, the following should have happened:
| Filing | Deadline | Where |
|---|---|---|
| Identity verification (new directors and PSCs) | At incorporation, then on appointment | Companies House (via GOV.UK One Login or ACSP) |
| First confirmation statement | 12 months after incorporation, then annually | Companies House (£34 online) |
| First Corporation Tax return (CT600) | 12 months after first accounting period end | HMRC |
| First Corporation Tax payment | 9 months and 1 day after first accounting period end | HMRC |
| First annual accounts | 9 months after first accounting period end | Companies House |
| First director''s Self Assessment | 31 January after the tax year | HMRC |
| First PAYE submissions | Monthly from first payroll | HMRC |
| First VAT returns | Quarterly from registration (if VAT-registered) | HMRC |
Miss any of these and penalties start accumulating. Set them all as recurring calendar reminders on day one.
Operational habits to build
Separate personal and company finances
Open a business bank account, and use it for every business transaction. No personal spending on the company card — and no business spending on the personal card without a clear expense claim with a receipt.
The Director''s Loan Account exists for exactly this — a running ledger of money moved between you and the company that isn''t salary or dividend. Keep it clean. Overdrawn DLAs over £10,000 attract beneficial-loan tax charges.
Document board decisions
Even in a one-person company, you''re both the board and the shareholder — but the two capacities are legally distinct. Major decisions (dividends, salary changes, big contracts, significant capital purchases) should be recorded in board minutes and shareholder resolutions where applicable.
A simple Notion / Google Doc with dated entries is enough for most one-person companies. The discipline matters more than the format.
Keep the company''s assets separate from your own
Equipment bought through the company is the company''s, not yours. If the company gives you the laptop to keep personally, that''s a benefit-in-kind (P11D) or it''s a distribution — neither is just "well it was my company''s money anyway".
Update Companies House promptly
Change of registered office, director appointment or resignation, change of PSC, change of share structure — all need filing within set timeframes (usually 14 days). The confirmation statement isn''t a substitute for these ad-hoc filings.
When to take professional advice
- You''re raising investment and need to issue new shares.
- The company is approaching insolvency — wrongful and fraudulent trading risks crystallise here.
- You''re entering a related-party transaction (with another company you own, your spouse, etc.).
- You''re considering striking the company off.
In each of these, a 30-minute phone call with an accountant or company-secretarial lawyer pays for itself many times over.