Directors' Duties & Wrongful Trading Compliance Check

Why this matters

Every director of a UK company owes seven general duties set out in sections 171 to 177 of the Companies Act 2006, including the duty to promote the success of the company (section 172), to exercise reasonable care, skill and diligence (section 174), and to avoid conflicts of interest (section 175). These duties apply to directors of the smallest owner-managed company just as they do to those of a listed group, and they are owed to the company itself. Breaches can lead to claims for compensation, repayment of benefits received, and, in serious cases, disqualification for up to 15 years under the Company Directors Disqualification Act 1986. Directors are also expected to keep adequate accounting records and file accounts and confirmation statements on time, with late filing carrying both civil penalties and potential criminal liability. The risks rise sharply when a company is struggling financially. Under section 214 of the Insolvency Act 1986, a director who continues trading after they knew, or ought to have concluded, that there was no reasonable prospect of avoiding insolvent liquidation can be ordered to contribute personally to the company’s losses unless they took every step to minimise the loss to creditors. In that situation the duty to consider shareholders shifts towards a duty to consider the interests of creditors. Taking dividends when the company lacks distributable profits, favouring one creditor over another, or paying yourself from money owed to HMRC can all expose directors to personal claims. Good records of board decisions, regular management accounts and early professional advice are the strongest protection.

What you'll need

• Whether you are a registered director (or someone who acts as one) of a UK limited company
• Whether your company is currently solvent and able to pay debts as they fall due
• Whether you keep up-to-date management accounts and board records of key decisions
• Whether any dividends, loans or payments have been made to directors or shareholders in the last 12 months
• Whether Companies House filings (accounts and confirmation statement) are up to date

What you'll get

A personalised compliance report covering: a score out of 100, an executive summary, a list of findings ranked by severity, and a prioritised action plan with timeframes.