RTM company director duties: what does the law expect of you?

So you are a director of your building's Right to Manage company. Alongside the practical side, sorting repairs, insurance and service charges, there is a legal side to the role. It sounds heavier than it is. Here is what the law actually asks of you, in plain English.

As an RTM company director you have three legal jobs. Follow the general duties that every UK company director has. Keep the company properly registered and up to date at Companies House. And make the company's decisions the right way. None of it needs a legal background, and most of it is more admin than drama.

In this guide:

• Your legal duties as a director
• Keeping the company legal at Companies House
• How decisions get made
• You do not have to do it all yourself

Your legal duties as an RTM company director

Because an RTM company is a proper company, its directors take on the same general duties as any UK company director, set out in the Companies Act 2006. In plain terms, you must:

• act within the company's rules, which are its articles of association
• promote the success of the company for the benefit of the members as a whole
• use your own independent judgement
• exercise reasonable care, skill and diligence
• avoid conflicts of interest
• not accept benefits from suppliers or other third parties
• declare any personal interest in a decision before it is taken

The one to keep front of mind is the second. Promoting the success of the company "for the benefit of the members as a whole" means weighing the long-term interest of every flat, not just your own, when you make a decision. In an RTM company, that is really a duty to run the building fairly for all the leaseholders. Your articles of association, which set out your specific powers, are filed on the public Companies House register if you ever need to check them. If you want the wider picture of the role, our overview of RTM director responsibilities covers it.

Keeping the company legal at Companies House

An RTM company is registered at Companies House, and part of the job is keeping it in good standing. In practice that means a small amount of annual admin:

• filing a confirmation statement once a year, which simply confirms the company's details are correct
• filing annual accounts, and most RTM companies are small enough to file simplified figures
• telling Companies House promptly when something changes, such as a new director, or a new registered office or email address

There is also an important recent change to be aware of. Since 18 November 2025, every company director must verify their identity with Companies House, under the Economic Crime and Corporate Transparency Act 2023. New directors verify before they are appointed, and existing directors must verify before the company files its next annual confirmation statement, with a transition period running to 18 November 2026. Verification is free through GOV.UK One Login, or can be done through an authorised agent. It matters because if a director has not verified, the company cannot file its confirmation statement, and a company that keeps failing to file can be struck off. A struck-off RTM company can no longer run the building. Companies have also had to hold a registered email address at Companies House since 4 March 2024.

How decisions get made

First, a useful distinction. Every leaseholder who joins the RTM company is a member. Members own the company and can usually appoint or remove directors, but they are not involved in the day-to-day running. Directors are the members who step up to run things. The directors make the company's decisions collectively, guided by the articles of association, which most RTM companies adopt in the standard form set out in law. Bigger calls, such as approving major spending, are taken by the board, and it is worth recording them so there is a clear trail.

Members are kept in the loop through meetings. Your articles may or may not require a formal annual general meeting, but even where one is not required, holding a yearly meeting to update members on what has been done and what is planned is good practice. One point worth knowing: after the RTM company takes over, the freeholder is entitled to become a member too, but the company's articles limit the freeholder's voting influence, so the leaseholders keep control.

You do not have to do it all yourself

None of this means the directors personally file every form or chase every invoice. You can appoint a managing agent or an accountant to handle the accounts, the Companies House filings and the technical work, while the directors stay responsible for the decisions. Whether to bring in an agent or self-manage is a genuine choice, and we weigh it up in a later guide in this series.

Where this leaves you

The legal side of being an RTM director comes down to three things: acting in good faith for all the leaseholders, keeping the company tidy at Companies House, and making decisions properly as a board. It is steady, manageable admin, not a second career. Next in this series we turn to the money: budgets, service charges and reserve funds. And if you have not taken the first step yet, check whether your building qualifies to take over its own management.

Sources and further reading

• Companies House: Becoming a director or member of a residents' management company
• GOV.UK: Companies House identity verification rollout
• GOV.UK: Flat management and Right to Manage (RTM) companies
• LEASE: Members and directors
• legislation.gov.uk: Companies Act 2006, general duties of directors