The director of a UK LTD: duties, liability and "nominee director" offers

What is a director, and who can be one?

A director is the person appointed to manage the company and make decisions on its behalf. The Companies Act 2006 treats anyone occupying that position as a director, whatever they are called. Labels such as "representative", "manager" or "nominee" in a contract do not change the person's legal position.

• A director must be 16 or over.
• Directors do not have to live in the UK. The company, however, must have a registered office address in the UK.
• Every company must have at least one director who is a natural person; a company cannot have only corporate directors.
• People who are disqualified from acting as a director, and undischarged bankrupts, cannot be directors without the court's permission.
• A director's name and service address are public on the Companies House register. If a home address was used as the service address, you can apply to have it removed from the register.
• A company secretary is optional. At least one shareholder is required, and a shareholder can also be a director.

A director's statutory duties

Directors' general duties are set out in sections 171 to 177 of the Companies Act 2006. They are owed to the company, and some continue after a director leaves office.

Day-to-day obligations and personal liability

Directors are responsible for keeping company records, filing annual accounts and the Company Tax Return, paying Corporation Tax and reporting changes to Companies House. These tasks can be delegated to an accountant, but as GOV.UK puts it plainly, legal responsibility stays with the director. For dates and deadlines, see our UK LTD tax calendar guide.

• Failing to meet these responsibilities can lead to fines, prosecution or disqualification.
• Disqualification can last up to 15 years. Grounds include allowing a company to keep trading when it cannot pay its debts and not paying tax owed by the company.
• If the company goes into insolvent liquidation, the court can order a director who should have seen it coming, and did not take steps to minimise creditors' losses, to contribute to the company's assets (wrongful trading). The test is the care expected of someone in the role, not whether the director actually did the job.
• Anyone who knowingly takes part in running a business with intent to defraud creditors faces similar consequences (fraudulent trading).
• A person who manages a company on the instructions of someone they know is disqualified can be prosecuted and made personally liable for the company's debts.

Identity verification: mandatory for directors and PSCs

Under the Economic Crime and Corporate Transparency Act 2023, directors and people with significant control (PSCs) have been legally required to verify their identity with Companies House since 18 November 2025. Verification is done free of charge through GOV.UK One Login, or through an Authorised Corporate Service Provider (ACSP) that is registered in the UK and supervised under UK anti-money laundering rules. The routes and personal codes are covered in our tax calendar guide.

• When a new company is incorporated, directors' personal codes are requested in the application; a newly appointed director must verify before acting.
• Existing directors confirm their verification with the company's next confirmation statement during the 12-month transition period.
• PSCs provide their personal code within a 14-day window that starts at different times depending on their situation.
• Failing to verify is an offence. The company cannot make filings, and the person cannot set up a new company. Directors must also make sure an unverified person does not act for the company.
• The first prosecutions concluded in September 2026: directors who acted while unverified, and one who failed to stop an unverified director from acting, were convicted. Companies House has said compliance activity will follow the end of the transition period.

Registered office and registered email address

• The registered office must be an "appropriate address": a document delivered there should come to the attention of someone acting for the company, and delivery must be capable of being acknowledged. PO boxes and similar services are not allowed.
• Since 4 March 2024, every company must give Companies House an appropriate registered email address. It is not shown on the public register, but keeping it up to date is a legal requirement.
• A registered office or email service does not take over the management of the company or the director's responsibilities; it only makes sure correspondence arrives.

Director versus PSC (person with significant control)

A director runs the company. A PSC is the person who ultimately owns or controls it. One person can be both, but these are separate roles in law and are reported separately.

• If shares are held by a nominee, the law treats them as held by the person the nominee acts for, not by the nominee. In other words, the real owner can be a PSC regardless of whose name the shares are registered in.
• Refusing to provide PSC information, failing to respond in time or giving false information is an offence; according to GOV.UK the penalty can be up to 2 years in prison, a fine, or both.

What is a "nominee director" in law?

UK company law has no separate status for a "nominee director". A person shown on the register as a director carries all of a director's duties and liabilities, even if they make no decisions of their own. HMRC's anti-money laundering guidance says so directly: legal responsibility for directors' duties lies with those recorded on the Companies House register, even if they are only figureheads.

HMRC does not treat nominee director arrangements as unlawful in themselves, but it regards them as higher risk because they can be used to hide the real owners, and it expects providers of these services to have robust controls.

• The director on paper: acting on someone else's instructions sits uneasily with the duty to exercise independent judgment (section 173). If the company fails or filings are missed, liability falls on the registered director.
• The real owner giving instructions: if the directors are accustomed to act on that person's instructions, they may be treated as a "shadow director". Some directors' duties, and wrongful trading liability, can then apply to them as well.
• If the real owner meets the PSC tests, they must be registered as a PSC. Appointing a nominee director does not remove that obligation.
• Delivering a document or making a statement to Companies House that is misleading, false or deceptive in a material particular is an offence; doing so knowingly is a more serious offence.

Practical risks for the real owner

• Loss of control: the registered director is the person who legally represents the company. Signing and authority with Companies House, HMRC and banks sit with them. If there is a dispute, regaining control of the company may take time and cost money.
• Inconsistency: Amazon requires the legal representative's details to match official documents and verifies beneficial owners separately. If the structure in a private agreement differs from the Companies House register and the information declared, verification and account problems can follow.
• The verification chain: a director who has not verified, or does not keep up with requirements, can prevent the company from filing.
• When the service ends: a director's resignation or the end of the service can leave the company without management until a new director is appointed.
• Banking: company law does not require a director to live in the UK. Banks and payment providers have their own account opening requirements; get them in writing directly from the provider.

How this relates to Amazon UK seller verification

According to Amazon's UK seller pages, identity verification is required by law to use Amazon's payment service. The people verified include the primary contact, the company's legal representative and its beneficial owners.

• Amazon defines a beneficial owner as a natural person who directly or indirectly owns more than 25% of the shares or voting rights, or who controls the business by other means. If no one meets that test, a senior manager is treated as the beneficial owner.
• The legal representative does not have to be an owner, but their details must match the official documents.
• If information is not provided, the account is restricted; if re-verification is requested and not completed in time, selling and disbursements may be restricted.
• The upshot: even with a nominee director, Amazon asks who the real owner is. The Companies House record, the information given to Amazon and the company documents need to show the same structure.

Questions to ask before deciding

We do not provide director services and do not recommend them to anyone. If you have received an offer, review these questions with a qualified accountant or solicitor in the UK before signing anything.

• Why is this person needed? Is there a legal obstacle to me being the director myself? (In most cases, not living in the UK is not one.)
• Is the provider supervised under UK anti-money laundering rules?
• Who will be registered as PSC, and what structure will be declared to Amazon and the bank? Are these three records consistent?
• How are the director's powers, resignation and handover set out in writing?
• If a corporate director (a company acting as director) is proposed: under the ECCTA this structure is due to be restricted, and overseas companies will be barred from acting as corporate directors. No commencement date has been announced yet.