Core Duties of Company Directors

Key Points

Companies must retain accounting records for at least five years after the relevant financial year ends. Directors oversee compliant financial statements, required AGMs, annual returns and accurate company registers. Dormant companies still have annual-return obligations. ACRA’s guide applies across director roles; appointing a secretary or using external accounting support does not change the listed statutory duties.

Turn Director Duties into Regular Oversight

Separate assistance with administration from responsibility for the company’s compliance. ACRA applies these duties to executive, non-executive and nominee directors. A director should therefore understand what is being filed and what the accounts represent, rather than assuming that a limited role or an external provider removes the obligation to oversee them.

For accounting records, check that the underlying transactions can support true and fair financial statements. A useful internal review is to trace material balances to invoices, bank records and explanations of unusual entries. This is practical oversight advice; it does not replace the applicable accounting standards or prescribe a new statutory reconciliation schedule.

Keep a compliance calendar covering financial statements, the AGM position, the Annual Return and changes to company information. A dormant company still files Annual Returns. Where an exemption affects financial statements or AGMs, record the applicable basis rather than treating dormancy as a general release from every filing obligation.

When engaging company secretary or accounting support, agree who prepares documents, who reviews the information and who submits it. Arrange reminders before relevant deadlines and retain submission acknowledgements. These workflow suggestions help implement the duties in ACRA’s director-obligations checklist ↗; they are not a promise that outsourcing prevents penalties or guarantees compliance.