What’s the Difference between a Shareholder and a Director?

Whilst a shareholder and a director of a company can be the same person, especially if it’s the person who set up the company, the two roles do have pretty clear distinctions. That said, a director doesn’t have to be a shareholder, and shareholders don’t need to be directors. So what’s what?

What is a shareholder?

A shareholder can be thought of as a ‘member’ of a company. These members take at least one share in a limited company, which represents a certain percentage of the business. This generally results in a portion of any profit generated being paid to the shareholder in the form of dividends.

Shareholders who invest in a company are also entitled to vote on company decisions. Rather than the day-to-day stuff, these votes tend to be about exceptional matters such as:

  • Changing the nature of the business
  • Issuing shares
  • Appointing or removing a director
  • Approving directors’ loans

Read more about company formations>

how to setup a limited company

What is a director?

The role of a director is usually much more hands-on and involved in the day-to-day running of the business. Company directors also have far more responsibilities to the business than shareholders do. It’s their job to ensure the company is managed effectively, complies with the law, and benefits its shareholders.

The director’s responsibilities include:

  • Paying company tax
  • Employing staff
  • Managing payroll
  • Registering for VAT and Corporation Tax
  • Organising shareholder meetings
  • Keeping shareholders up to date on the business

If you need more information on what the official directors’ duties are, these are listed in sections 171 to 177 of the Companies Act 2006.

Speak to an accounting expert

If you’re unsure what level of support you need, our friendly team are on hand to help you pick the right package for you.

It’s important to note, that while the directors of a company may take care of the general running of the business, shareholders can still have a significant say in any of the large decisions a director may take.

A simple way of telling the difference is that shareholders own (part of) the company, whereas directors manage the company!

set up a limited company
Newsletter Subscription - Accounting Wise

Join Our Newsletter!

Get expert accounting tips, tax updates, and business insights straight to your inbox. Sign up today and stay one step ahead!

Newsletter Signup

Hot Topics

More related Accounting Community, News & Resources

Accounting Wise - what are cis returns

What are CIS Returns – A Guide for UK Contractors

Understanding CIS Returns is essential for staying compliant as a UK contractor. This guide breaks down how CIS works, who must file, key deadlines, common mistakes, and how subcontractors reclaim tax. Perfect for contractors who want a stress-free, penalty-free approach to CIS compliance.
Accounting Wise - claiming tax deductions as a sole trader

How to Claim Tax Deductions and Save Money as a Sole Trader

Understanding which expenses you can claim as a sole trader is one of the simplest ways to reduce your tax bill. This guide breaks down the rules on allowable expenses, capital allowances, home office costs, and mileage so you can confidently claim every deduction you're entitled to — and avoid paying more tax than you need to.
Accounting Wise - avoiding common CIS return mistakes

Common Mistakes in CIS Returns and How to Avoid Them

The Construction Industry Scheme (CIS) is full of strict rules and monthly deadlines, making it easy for contractors and subcontractors to slip up. From missed filings and incorrect deduction rates to poor record-keeping, simple CIS mistakes can quickly lead to penalties and delayed refunds. This post breaks down the most common CIS errors and tips to avoid them.