What Is a Director?
A company director is someone appointed to manage a company on behalf of its shareholders. You don’t have to be a shareholder yourself—but once appointed, your decisions and actions must serve the company’s interests and comply with the law.
Directors can be:
- Executive (involved in daily operations)
- Non-executive (strategic oversight)
- Sole (if you’re the only director and shareholder)
The 7 Statutory Duties of Directors
Under the Companies Act 2006, directors must observe the following seven duties:
- Act within their powers
Follow the rules set out in the company’s Articles of Association. - Promote the success of the company
Make decisions that benefit the company’s long-term success and take into account employees, shareholders, customers, and the community. - Exercise independent judgment
Use your own reasoning and judgment, even when seeking outside advice. - Exercise reasonable care, skill, and diligence
Meet the standards expected of a competent person with your role and knowledge. - Avoid conflicts of interest
Disclose and manage any personal or financial interests that could influence your decisions. - Not accept benefits from third parties
Avoid gifts or rewards that may be seen as a conflict of interest. - Declare interest in proposed transactions or arrangements
Disclose to the board any interest you have in a transaction the company is considering.
Dragonfly Associates helps new directors understand these duties during onboarding and offers ongoing guidance under service agreement.
Additional Legal Responsibilities
Directors are also responsible for:
- Filing annual accounts and Confirmation Statements
- Maintaining accurate company records (registers, minutes, etc.)
- Ensuring the company pays the correct taxes on time
- Operating payroll and deducting PAYE/NI correctly (if applicable)
- Ensuring the company complies with GDPR and health & safety laws (where relevant)
We support compliance through managed filings, tax coordination, and registered office services depending on your selected plan.
Personal Liability and Risk
While a limited company offers legal protection, directors may still be held personally liable in cases of:
- Fraud or deliberate misconduct
- Wrongful or fraudulent trading
- Breach of duties or fiduciary responsibilities
- Failing to act in the best interest of the company
Having the right procedures and documentation in place is essential. We help directors avoid common pitfalls with proactive support.
Can a Director Be Removed?
Yes. A director may be removed by:
- Resignation
- Shareholder resolution under the Companies Act
- Breach of contract or performance concerns (subject to agreements)
Dragonfly Associates helps companies follow the correct procedure for appointment or removal of directors, including documentation and Companies House filings.
Frequently Asked Questions
Can I be a director of more than one company?
Yes. There’s no legal limit, but you must manage each company’s obligations separately.
Can a non-UK resident be a director?
Yes. UK companies can have non-UK resident directors, as long as at least one human director is appointed.
Do I need to be a shareholder to be a director?
No. Directors and shareholders are legally distinct roles, though one person can hold both.
Lead Your Company Responsibly
Being a company director is both a privilege and a legal responsibility. By understanding your duties and seeking professional support, you can lead confidently and avoid costly errors.
Dragonfly Associates guides directors at every stage—from formation and appointments to annual filings and ongoing compliance—available under defined service agreements.
To ensure you’re fulfilling your obligations as a UK company director, contact us today.
