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What legal requirements do limited companies have?

May 14, 2013

If you form a new limited company, you should be aware of the legal requirements you have to meet as a limited company director, on behalf of the company.

Directors’ Duties

The Companies Act 2006 sets out the main duties a limited company director has upon appointment to the post, and when operating the company:

  • A duty to act within your powers as a company director
  • A duty to promote the success of your company
  • A duty to exercise independent judgement
  • A duty to exercise reasonable care, skill and diligence
  • A duty to avoid conflicts of interest
  • A duty not to accept benefits from third parties
  • A duty to declare interest in proposed transaction or arrangement with the company

In addition to these general duties, there are also a number of specific financial and legal responsibilities you should be aware of when you form a new company.

Although you will appoint an accountant to take care of much of your company administration, the directors are ultimately responsible should anything go wrong. You should be aware of any statutory or financial deadlines the company has, and ensure that your accountant files information accurately and on time.

Legal Responsibilities

  • You must submit your company Annual Return (Form AR01) to Companies House accurately and before the deadline each year.
  • You must let Companies House know if any of the information it holds relating to your company changes at any time. This includes changes in the names and addresses of company officials, a change to the company’s registered office address, or changes to the structure of the share capital. You can inform Companies House electronically of most of these changes via the WebFiling system.
  • You must always act in the interests of the company’s shareholders, and must not enrich yourself in a way which could cause harm to the company.
  • You must ensure that the company complies with all relevant laws and regulations which are in place at the time – including those which relate to hiring staff.

Financial Responsibilities

  • The company must maintain accurate financial records at all time.
  • The company must submit annual accounts to Companies House.
  • Your must submit the company annual corporation tax return (CT600) to HMRC, and pay its liabilities before the deadline (this must be done electronically).
  • You must only declare dividends when post-tax profits are available to distribute. Failure to do so may result in an illegal distribution to shareholders.
  • You must ensure that the company can meet all of its outstanding financial liabilities, and trade solvently at all times.
  • You are responsible for paying your staff, and deducting the correct amount of income tax and National Insurance Contributions from your employees.