What resident directors are actually responsible for
If you are a director of an RTM company or a residents’ management company, you are a company director in the full legal sense — the same duties as someone running a trading business, discharged in your spare time, unpaid, for your neighbours. Most people take the role without being told what it carries. This page sets that out.
There is a deadline in front of you right now
Start here, because it has a date on it and the date is close.
Under the Economic Crime and Corporate Transparency Act 2023, identity verification at Companies House became mandatory on 18 November 2025 for every company director and every person with significant control. Anyone appointed since that date must verify before taking up the role.
Directors already in post when it commenced are covered by a transition: you must verify by the date of your company’s next confirmation statement, within a twelve-month window that ends in mid-November 2026. People with significant control who are not directors work to their birth month instead.
Verification is done by each individual personally — through GOV.UK One Login or an authorised corporate service provider — and produces a personal code, which is then supplied to Companies House with a statement confirming verification. Your managing agent cannot do it for you. If your board has four directors, that is four separate people who each need to act.
Your duties as a director
These come from the Companies Act 2006 and apply to a fifteen-flat RMC exactly as they apply to a listed company. The ones that bite in practice:
Act within your powers — that means within the company’s articles and within what the lease actually permits, which is not always the same as what the residents want.
Promote the success of the company for the benefit of the members as a whole. Note as a whole: not the loudest flat, and not your own.
Exercise independent judgement, and exercise reasonable care, skill and diligence. You are not expected to be a surveyor. You are expected to ask questions and not simply sign what is put in front of you.
Avoid conflicts of interest, and declare an interest in a proposed transaction. If your brother-in-law is quoting for the roof, declare it and step out of the decision.
Do not accept benefits from third parties. A contractor’s hospitality is a problem, not a perk.
The money is not yours
The point directors most often misunderstand. Service charge and reserve funds are held on statutory trust under section 42 of the Landlord and Tenant Act 1987. They belong to the leaseholders collectively. They are not company assets, they cannot be used to cover an unrelated company liability, and they do not transfer with the freehold.
That means reserves collected for external redecoration are not available to fund something else the board would prefer, however sensible, unless the lease permits it.
The filings nobody remembers until they are late
Confirmation statement every year, even if nothing has changed — and now the point at which director verification is checked.
Annual accounts to Companies House. Late filing brings an automatic penalty, and persistent failure is a criminal offence and can lead to disqualification.
The register of members, kept current as flats are sold. This is the commonest cause of conveyancing delay in a small block: a sale stalls because the share transfer from three owners ago was never registered.
PSC register, kept accurate.
The service charge accounts, which are a different document from the company accounts and answer to the lease and the 1985 Act rather than to Companies House. Boards routinely confuse the two.
Personal liability, honestly stated
The company is a separate legal person, and in the ordinary course a director is not personally liable for its debts. That protection is real, and it is not absolute. It can fall away where a director acts outside the articles, continues to incur credit when the company cannot pay, breaches a statutory duty, or fails to file.
Building safety duties sit slightly differently again: where the company holds the repairing covenant it is likely to be an accountable person under the Building Safety Act 2022, whatever the freehold position, and those duties do not depend on anyone volunteering for them.
Two practical protections. First, directors’ and officers’ insurance — usually a few hundred pounds a year, normally recoverable through the service charge where the lease allows, and the single most sensible spend a volunteer board makes. Second, minute your decisions. A short record of what was decided, on what information and why, is what shows the duty of care was discharged.
What a managing agent does and does not take off you
An agent can prepare the budget, collect the money, run the consultation, keep the compliance calendar and file at Companies House on your instruction. The duties stay with you. Delegation is not a defence, and an agent’s error remains the company’s problem.
What a good agent changes is the quality of the information you decide on. That is why the questions in our guide to choosing a managing agent concentrate on caseload and evidence rather than on price.
If you are thinking of resigning
Resigning is straightforward, but a company that drops below the directors its articles require, or that stops filing, moves quickly towards being struck off — and a struck-off RMC that holds the reserve fund is a genuinely difficult problem to unwind. Recruit a replacement first.
Ask us about your building
If you have just been appointed and want a plain account of what you have taken on, or your board is behind on filings and unsure of the order to fix things in, get in touch. Our guide to RTM, RMC and the alternatives explains which kind of company you are actually a director of.