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As a director of a limited company, you must:

• follow the company鈥檚 rules, shown in its articles of association
• keep company records and report changes
• file your accounts and your Company Tax Return
• tell other shareholders if you might personally benefit from a transaction the company makes
• pay Corporation Tax

You can hire other people to manage some of these things day-to-day (for example, an accountant) but you鈥檙e still legally responsible for your company鈥檚 records, accounts and performance.

Contact your professional adviser or to find out more.

How you take money out of the company depends on what it鈥檚 for and how much you take out.

Salary, expenses and benefits

If you want the company to pay you or anyone else a salary, expenses or benefits, you must register the company as an employer.

The company must take Income Tax and National Insurance contributions from your salary payments and pay these to HM Revenue and Customs (HMRC), along with employers鈥� National Insurance contributions.

If you or one of your employees make personal use of something that belongs to the business, you must report it as a benefit and pay any tax due.

Dividends

A dividend is a payment a company can make to shareholders if it has made a profit.

You cannot count dividends as business costs when you work out your Corporation Tax.

You must usually pay dividends to all shareholders.

To pay a dividend, you must:

• hold a directors鈥� meeting to 鈥榙eclare鈥� the dividend
• keep minutes of the meeting, even if you鈥檙e the only director

Dividend paperwork

For each dividend payment the company makes, you must write up a dividend voucher showing the:

• date
• company name
• names of the shareholders being paid a dividend
• amount of the dividend

You must give a copy of the voucher to recipients of the dividend and keep a copy for your company鈥檚 records.

Tax on dividends

Your company does not need to pay tax on dividend payments. But shareholders may have to pay Income Tax if they鈥檙e over 拢500.

Directors鈥� loans

If you take more money out of a company than you鈥檝e put in - and it鈥檚 not salary or dividend - it鈥檚 called a 鈥榙irectors鈥� loan鈥�.

If your company makes directors鈥� loans, you must keep records of them. There are also some detailed tax rules about how directors鈥� loans are handled.

You must report certain changes to Companies House.

Changing your company鈥檚 registered office address

You must tell Companies House if you want to change your company鈥檚 registered office address. If the change is approved, they will tell HM Revenue and Customs (HMRC).

Your company鈥檚 new registered office address must be in the same part of the UK that the company was registered (incorporated).

For example, if your company was registered in England and Wales, the new registered office address must be in England or Wales.

Changing your company鈥檚 registered email address

There鈥檚 a different process if you need to .

Other changes you must report

You must tell HMRC if:

• your business鈥� contact details change - for example, your name, gender, business name or your personal or trading address
• you appoint an accountant or tax adviser

You must tell Companies House within 14 days if you make changes to:

• the address where you keep your records, and which records you keep there
• directors or their personal details, like their address
• 鈥榩eople with significant control鈥�, or their personal details like a new address
• company secretaries (appointing a new one or ending an existing one鈥檚 appointment)

You must tell Companies House within a month if you issue more shares in your company.

How to report changes to Companies House

You can:

• use the Companies House online service
• fill in and send paper forms

You must separately.

Changes that shareholders must approve

You may need to get shareholders to vote on the decision if you want to:

• change the company name
• remove a director
• change the company鈥檚 articles of association

This is called 鈥榩assing a resolution鈥�. Most resolutions will need a majority to agree (called an 鈥榦rdinary resolution鈥�). Some might require a 75% majority (called a 鈥榮pecial resolution鈥�).

Companies House has more details about the types of to them.

Shareholder voting

When you鈥檙e working out whether you have a majority, count the number of shares that give the owner the right to vote, rather than the number of shareholders.

You do not necessarily need to have a meeting of shareholders to pass a resolution. If the right amount of shareholders have told you they agree, you can confirm the resolution in writing. But you must write to all shareholders letting them know about the decision.

You must use a business bank account for your Limited Company. You must also keep:

• records about the company itself
• financial and accounting records

You can hire a professional (for example, an accountant) to help with your tax.

HM Revenue and Customs (HMRC) may check your records with a compliance check to make sure you鈥檙e paying the right amount of tax.

Records about the company

You must keep details of:

• directors, shareholders and company secretaries
• the results of any shareholder votes and resolutions
• promises for the company to repay loans at a specific date in the future (鈥榙ebentures鈥�) and who they must be paid back to
• promises the company makes for payments if something goes wrong and it鈥檚 the company鈥檚 fault (鈥榠ndemnities鈥�)
• transactions when someone buys shares in the company
• loans or mortgages secured against the company鈥檚 assets

Register of 鈥榩eople with significant control鈥�

You must also keep a register of 鈥榩eople with significant control鈥� (PSC). Your PSC register must include details of anyone who:

• has more than 25% shares or voting rights in your company
• can appoint or remove a majority of directors
• can influence or control your company or trust

You still need to keep a record if there are no people with significant control.

Read more guidance on keeping a PSC register if your company鈥檚 ownership and control is not simple.

Accounting records

You must keep accounting records that include:

• all money received and spent by the company, including grants and payments from coronavirus (COVID-19) support schemes
• details of assets owned by the company
• debts the company owes or is owed
• stock the company owns at the end of the financial year
• the stocktakings you used to work out the stock figure
• all goods bought and sold
• who you bought and sold them to and from (unless you run a retail business)

You must also keep any other financial records, information and calculations you need to prepare and file your annual accounts and Company Tax Return. This includes records of:

• all money spent by the company, for example receipts, petty cash books, orders and delivery notes
• all money received by the company, for example invoices, contracts, sales books and till rolls
• any other relevant documents, for example bank statements and correspondence

How long to keep records

You must keep records for 6 years from the end of the last company financial year they relate to, or longer if:

• they show a transaction that covers more than one of the company鈥檚 accounting periods
• the company has bought something that it expects to last more than 6 years, like equipment or machinery
• you sent your Company Tax Return late
• HMRC has started a compliance check into your Company Tax Return

If your records are lost, stolen or destroyed

If you cannot replace your records after they were lost, stolen or destroyed you must:

• do your best to recreate them
• tell your Corporation Tax office straight away
• include this information in your Company Tax Return

You need to check that the information Companies House has about your company is correct every year. This is called a confirmation statement.

Check your company鈥檚 details

You need to check the following:

• the details of your registered office, directors, secretary and the address where you keep your records
• your statement of capital and shareholder information if your company has shares
• your SIC code (the number that identifies what your company does)
• your register of 鈥榩eople with significant control鈥�

.

There鈥檚 a different process if you need to .

Send your confirmation statement

Send your confirmation statement online or by post. It costs 拢34 to file your confirmation statement online, and 拢62 by post.

Providing an email address

You must provide an email address in your confirmation statement if you have not already provided one.

Companies House will use this email address to contact you about your company.

You must read any emails that your company receives.

Your email address will not be published on the public register.

If you need to report changes

You can only use your confirmation statement to report changes to your:

• SIC code
• statement of capital
• trading status of shares
• exemption from keeping a register of 鈥榩eople with significant control鈥�
• shareholder information

You must tell Companies House about other changes to your limited company.

When it鈥檚 due

Your confirmation statement is due usually a year after either:

• the date your company incorporated
• the date you filed your last confirmation statement

You can file your confirmation statement up to 14 days after the due date.

Sign up to get an email reminder when your confirmation statement is due.

Signs

You must display a sign showing your company name at your registered company address and wherever your business operates. If you鈥檙e running your business from home, you do not need to display a sign there.

The sign must be easy to read and to see at any time, not just when you鈥檙e open.

Stationery and promotional material

You must include your company鈥檚 name on all company documents, publicity and letters.

On business letters, order forms and websites, you must show:

• the company鈥檚 registered number
• its registered office address
• where the company is registered (England and Wales, Scotland or Northern Ireland)
• the fact that it鈥檚 a limited company (usually by spelling out the company鈥檚 full name including 鈥楲imited鈥� or 鈥楲td鈥�)

If you want to include directors鈥� names, you must list all of them.

If you want to show your company鈥檚 share capital (how much the shares were worth when you issued them), you must say how much is 鈥榩aid up鈥� (owned by shareholders).