Appointment of Directors

When you register your company it must have at least one director. A director is legally responsible for running the company; he or she must be older than 16 and not be disqualified from being a director.

You can have another company as one of the directors but at least one of your company’s directors must be an individual.

Directors have responsibilities that include making sure the company is run properly.

Directors' responsibilities

As a director of a limited company, the law says you must:

  • try to make the company a success, using your skills, experience and judgment;
  • follow the company’s rules, as shown in its articles of association;
  • make decisions for the benefit of the company, not yourself;
  • tell other shareholders if you might personally benefit from a transaction the company makes;
  • keep company records and report changes to Companies House and HM Revenue & Customs;
  • make sure the company’s accounts are a ‘true and fair view’ of the business’s finances;
  • register for self-assessment and send a personal self-assessment tax return every year if you get an income from the company (unless you are also an employee of the company).

You can ask other people to manage some of these things day-to-day. For example, an accountant can manage your accounts for you, but you’re still legally responsible for them.

Company secretaries

You don’t need a company secretary for a private limited company. Some companies use them to take on some of the director’s responsibilities. The company secretary can be a director but can’t be:

  • the company’s auditor
  • an ‘undischarged bankrupt’ ‒ unless they have permission from the court.

The restrictions placed on a person when they’re made bankrupt usually end when they’re discharged. You can check if someone has been discharged using the Insolvency Register.