The Companies Act 2006 is the primary legislation governing limited companies in England, Wales, Scotland, and Northern Ireland. It replaced the Companies Act 1985 and consolidated decades of company law into a single statute. If you are a company director, you are personally responsible for complying with it.

This guide covers the key obligations every director must know — from filing duties to registered office requirements.

Registered Office Requirements

Section 86 of the Act requires every company to have a registered office address at all times. This must be a physical address (not a PO Box) in the jurisdiction where the company is incorporated. All statutory correspondence from Companies House and HMRC is sent here.

Many directors use their home address, but this creates privacy and professional risks. A virtual office address is the standard solution for businesses that don't need physical office space.

Annual Filing Obligations

Every UK limited company must file:

  • Confirmation statement (formerly annual return) — at least once every 12 months, confirming your company details are up to date. Filing fee: £34 online, £62 on paper.
  • Annual accounts — filed at Companies House within 9 months of your accounting reference date (for private companies). Late filing penalties start at £150 and escalate to £1,500.
  • Corporation tax return (CT600) — filed with HMRC within 12 months of the end of your accounting period.

Director Duties (Sections 170–177)

The Act codifies seven general duties for directors:

  1. Act within your powers
  2. Promote the success of the company
  3. Exercise independent judgement
  4. Exercise reasonable care, skill, and diligence
  5. Avoid conflicts of interest
  6. Not accept benefits from third parties
  7. Declare any interest in proposed transactions

These are not optional. Breach of duty can result in personal liability, disqualification, or criminal prosecution.

Company Name and Display Requirements

Your company name must be displayed at your registered office and any place of business. It must also appear on all business letters, order forms, invoices, receipts, and your website. The company registration number and registered office address must be included on business correspondence.

Record Keeping

The Act requires companies to maintain statutory registers including: register of members, register of directors, register of people with significant control (PSC), and a register of charges. These can be kept at the registered office or filed at Companies House.

What Happens If You Don't Comply?

Non-compliance carries serious consequences:

  • Late accounts: Automatic penalties from £150 to £1,500
  • Missing confirmation statement: Companies House may begin strike-off proceedings
  • Director duties breach: Personal liability for company losses
  • Serious fraud: Criminal prosecution and director disqualification (up to 15 years)

For a practical walkthrough of compliance requirements, visit the gov.uk guide to running a limited company.

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