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\n <\/a>\n <\/div>\n \nCompany directors can be fined, prosecuted, and even disqualified if they fail to comply with their responsibilities. If they are disqualified, they will no longer be able to serve as company officers for the duration of the period of disqualification.<\/p>\n
Although company directors can employ other people to manage some of their responsibilities, they are ultimately legally responsible if anything goes wrong. For example, if there are any discrepancies in the company’s accounts, they can still be held responsible even if they have an accountant.<\/p>\n
What are the seven general directors\u2019 duties?<\/h4>\n
Under the Companies Act 2006<\/a>, there are seven general duties that all company directors, as key company officers, must uphold:<\/p>\n All company directors must act within their powers under the company\u2019s articles of association. The articles, along with the memorandum of association, form the company\u2019s constitution. All company officers must follow the company\u2019s constitution.<\/p>\n Director disqualification and how it can affect you<\/span><\/a>\n \n Many limited companies will use the model articles of association<\/a>, which are essentially a template prescribed by the Companies Act 2006. But some companies choose to create their own bespoke articles. Whether they use model or bespoke articles, it\u2019s vital that company directors are familiar with their contents, to ensure they are always acting within their powers.<\/p>\n Although it may seem like an obvious goal for any genuine company officer, there is a statutory duty for directors to promote the success of their company. Larger companies with more than 250 employees are even required to report on their compliance with this duty.<\/p>\n In complying with this duty, directors must have regard to:<\/p>\n It\u2019s vital that company directors retain their ability to form independent opinions and exercise their own judgment.<\/p>\n Although they can seek advice from fellow company officers or external experts, directors should never blindly follow instructions. Nor should they feel compelled to make decisions to comply with the wishes of major shareholders.<\/p>\n Section 174 of the Companies Act 2006 states that a company director must \u201cexercise reasonable care, skill and diligence<\/em>\u201d in the performance of their duties as a company officer. In particular, this means that they must employ the \u201ccare, skill and diligence<\/em>\u201d that would be exercised by a reasonably diligent person with:<\/p>\n In other words, a company director needs to live up to their title and take the role of a company officer seriously.<\/p>\n Furthermore, if a director has any specific professional skills or experience, they will be held to an even higher standard.<\/p>\n Section 175 of the Companies Act states that a company director must avoid any conflicts of interest.<\/p>\n This can include a situation in which they have a \u201cdirect or indirect interest that conflicts, or possibly may conflict, with the interests of the company<\/em>\u201d. In particular, this applies to the exploitation of any property, information, or opportunity which belongs to the company.<\/p>\n Company directors should not accept any gifts or benefits from a third party that are conferred simply due to their position as a company officer.<\/p>\n Equally, they should not accept any gifts or benefits which are given due to their action or inaction as a company director. The most obvious example is where a supplier is offering some form of bribe to obtain a procurement contract.<\/p>\n Under section 177 of the Companies Act, if a company director is ever \u201cdirectly or indirectly, interested in a proposed transaction or arrangement with the compan<\/em>y\u201d they must declare the nature and extent of that interest to the other directors. This declaration can be made at a board meeting or by written notice.<\/p>\n All of the above duties still apply, even if a company director is:<\/p>\n Company secretaries are also considered to be company officers, alongside the directors. Their duties depend on the size and type of company, but can include:<\/p>\n Although company secretaries may carry out many of the tasks which would otherwise fall to a company director, the directors remain legally responsible for the company. However, it is possible for a company secretary to also be a company director, and wear both hats of these different company officers.<\/p>\n Subject to the company\u2019s articles of association, there is no legal requirement for a private limited company to have a company secretary. Public limited companies (PLCs) are required to employ a company secretary in accordance with section 271 of the Companies Act 2006<\/a>.<\/p>\n Our Full Company Secretary Service - only \u00a3149.99 per year<\/span><\/a>\n \n Although many smaller companies will not have a company secretary, in their absence the tasks which they would normally fulfil will fall to the other company officers, namely the directors.<\/p>\n In private companies which choose to appoint a company secretary as one of their company officers, there are no qualification or experience requirements.<\/p>\n But in a PLC, it is important to choose a company secretary who has the necessary skills and qualifications. Under section 273 of the Companies Act<\/a>, they should have one of the following qualifications:<\/p>\n Although they do not require any formal qualifications in private limited companies, there are certain legal requirements for company officers:<\/p>\n In addition, company directors must be at least 16 years of age.<\/p>\n Company officers do not have to live in the UK but companies must have a UK registered office address.<\/p>\n The names and personal information of company officers are publicly available from Companies House search<\/a>. Company officers must provide a service address, also known as a correspondence address, which also appears on the public register.<\/p>\n Our Service Address - ideal for company officers and only \u00a326.00 per year<\/span><\/a>\n \n If a company officer uses their home address as their service address, they can later ask Companies House to remove it from the public register, but an alternative address will need to be provided.<\/p>\n It is important to inform Companies House about any changes to any of the company officers, including:<\/p>\n We have covered the duties and responsibilities of company officers, including the requirements for company officers, and the addresses and personal information of company officers.<\/p>\n We hope you have found this article of interest. If you have any questions, please leave them in the comment section below and we will get straight back to you!<\/p>\n"},"excerpt":{"rendered":" Company directors and company secretaries are collectively known as company officers. The term \u2018company officer\u2019 can be used to refer to either or both of these official positions within a limited company. In this blog, we will consider the duties and responsibilities of company officers. Company directors All limited companies in the UK are required…<\/p>\n","protected":false},"author":10,"featured_media":8605,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false},"categories":[121],"tags":[],"class_list":["post-8592","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-company-officers","category-121","description-off"],"acf":[],"yoast_head":"\n1. Duty to act within powers<\/strong><\/h5>\n
2. Duty to promote the success of the company<\/strong><\/h5>\n
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3. Duty to exercise independent judgment<\/strong><\/h5>\n
4. Duty to exercise reasonable care, skill and diligence<\/strong><\/h5>\n
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5. Duty to avoid conflicts of interest<\/strong><\/h5>\n
6. Duty not to accept benefits from third parties<\/strong><\/h5>\n
7. Duty to declare interest in proposed transaction or arrangement<\/strong><\/h5>\n
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Company secretaries<\/h3>\n
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Do all companies need a company secretary?<\/h4>\n
Do company secretaries need to be qualified?<\/h4>\n
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What are the requirements for company officers?<\/h3>\n
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The addresses and personal information of company officers<\/h3>\n
Changes to company officers<\/h3>\n
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So there you have it!<\/h3>\n