Directors'responsibilities

4. Duties Under Company Law

As a director, you are personally responsible for ensuring that the company complies with company law. These duties are usually delegated to the company secretary (see Role of the company secretary), but you must ensure that they are carried out.

From 6 April 2008, it will no longer be obligatory to have a separate company secretary. The company director will be able to hold both positions - company director and company secretary.

4.1 You must make sure that the statutory returns are filed with the Registrar of Companies on time.

• These include the annual report and accounts, the annual return and notice of changes to directors and secretaries.
• Failure to deliver can result in fines for which you may be personally liable, disqualification or even a criminal conviction.

4.2 All companies have to file accounts with Companies House.

• In most cases small and medium-sized companies can submit abbreviated accounts. Small companies with a turnover below £5.6 million do not need to have their accounts audited and as such are not required to appoint an auditor.
• Directors are required to sign declarations that they have not hidden any material information. If they are later found to have done so, they face fines or imprisonment.

4.3 Small companies are no longer obliged to hold an AGM, although they must hold and give adequate notice for one if any director or at least 10 per cent of members request it.

• If you do hold an AGM or any other board meeting, you must give appropriate notice (usually 14 days) and ensure that minutes are taken, giving a record of all decisions taken. This could protect you if you face legal action later (see 6).

4.4 You are no longer required to circulate copies of the annual accounts for board approval at an AGM. However, members must be sent a copy before they are filed with the Registrar of Companies.

• A director must sign the balance sheet and approve and sign off the directors' report.