Last checked 1 November 2026. This is a summary of the statutory duties, not legal advice. Your lawyer can say how they apply to a decision your board is making. If anything here conflicts with the linked source, the source wins.
Holding bitcoin does not change what directors owe their company. It does make some duties more visible: the care taken over custody, the reasons for the decision, and conflicts when directors hold bitcoin personally. Here is what the law says in the UK, and in Delaware as the most common US state of incorporation.
UK: the general duties in the Companies Act 2006
| Duty | What the Act says | How it shows up with bitcoin |
|---|---|---|
| Act within powers (s171) | Act in line with the company's constitution and use powers only for their proper purpose. | Check the articles allow the investment, and follow the treasury policy the board approved. |
| Promote success (s172) | Act in the way most likely to promote the success of the company for its members as a whole, having regard to listed factors including the long term. | Minute why holding bitcoin serves the company, and the risks considered. |
| Reasonable care, skill and diligence (s174) | The standard of a reasonably diligent person with the general knowledge, skill and experience expected of someone in that role, and the director's own. | Custody, approvals and records that a careful person would put in place. |
| Avoid conflicts (s175) and declare interests (s177) | Avoid situations of conflict, and declare an interest in a proposed transaction with the company. | Declare any personal holding when the board decides on a purchase or a provider in which a director has an interest. |
Source: legislation.gov.uk: Companies Act 2006, section 171: duty to act within powers, legislation.gov.uk: Companies Act 2006, section 172: duty to promote the success of the company, legislation.gov.uk: Companies Act 2006, section 174: duty to exercise reasonable care, skill and diligence, legislation.gov.uk: Companies Act 2006, section 175: duty to avoid conflicts of interest, legislation.gov.uk: Companies Act 2006, section 177: duty to declare interest in proposed transaction, GOV.UK: Running a limited company: directors' responsibilities.
UK: when creditors come first
Section 172(3) says the duty to promote success has effect subject to any rule of law requiring directors to consider or act in the interests of creditors. Under section 214 of the Insolvency Act 1986, a court can order a director to contribute to the company's assets for wrongful trading if they "knew or ought to have concluded that there was no reasonable prospect that the company would avoid going into insolvent liquidation" (or entering insolvent administration) and did not take every step to minimise the potential loss to creditors.
Source: legislation.gov.uk: Companies Act 2006, section 172: duty to promote the success of the company, legislation.gov.uk: Insolvency Act 1986, section 214: wrongful trading.
Our judgement, not a rule: a holding sized only from cash above a protected reserve, as on our sizing guide, keeps the bitcoin away from money needed to pay creditors. That is one reason the protected reserve comes first.
US: Delaware as an example
Directors' duties in the US come from state law and court decisions, so they depend on where the company is incorporated. In Delaware, section 141(a) says the business and affairs of a corporation are managed by or under the direction of its board. Section 141(e) protects directors who rely in good faith on records and on reports from officers, employees, committees or experts chosen with reasonable care. Section 102(b)(7) allows the certificate of incorporation to limit directors' personal monetary liability for breach of the duty of care, but not for breaches of the duty of loyalty, acts not in good faith or the other listed exceptions.
Source: Delaware Code: Title 8, chapter 1, subchapter IV, section 141: board of directors, including reliance on reports in 141(e), Delaware Code: Title 8, chapter 1, subchapter I, section 102(b)(7): limiting monetary liability in the certificate of incorporation.
That makes a written process valuable: a board that relies on an expert report on custody, chosen with care, and minutes its reasons, is using the protection the statute describes.
Our judgement, not a rule: directors of companies incorporated in other states should ask their lawyer which state's rules apply and how they differ.
A board paper checklist
- The purpose of the holding and how it fits the company's plans.
- The size limit, and the cash reserve kept separate from it.
- Custody, approvals and who holds keys. Never a single signature.
- Declarations of any director's personal interest.
- Experts relied on, and how they were chosen.
- When the board will review the decision.
Our board meeting checklist covers these points in more detail. For a UK company holding only its own bitcoin, see the October 2027 regime guide. A future regulatory commencement date does not change these existing duties.
Read next
- Board meeting checklist, for the meeting itself.
- Treasury policy, the rules the board approves.
- Winding up, when the company ends.
Sources
Primary sources only. Each link was checked on 1 November 2026. Rules change, so confirm the current version with your adviser.
- legislation.gov.ukCompanies Act 2006, section 171: duty to act within powers
- legislation.gov.ukCompanies Act 2006, section 172: duty to promote the success of the company
- legislation.gov.ukCompanies Act 2006, section 174: duty to exercise reasonable care, skill and diligence
- legislation.gov.ukCompanies Act 2006, section 175: duty to avoid conflicts of interest
- legislation.gov.ukCompanies Act 2006, section 177: duty to declare interest in proposed transaction
- GOV.UKRunning a limited company: directors' responsibilities
- legislation.gov.ukInsolvency Act 1986, section 214: wrongful trading
- Delaware CodeTitle 8, chapter 1, subchapter IV, section 141: board of directors, including reliance on reports in 141(e)
- Delaware CodeTitle 8, chapter 1, subchapter I, section 102(b)(7): limiting monetary liability in the certificate of incorporation
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This is general information and education only. It is not financial, investment, tax, accounting, legal or regulatory advice, and it is not a recommendation to buy, sell or hold bitcoin or any other asset. It does not take account of your circumstances or those of your company. You must obtain your own official professional advice to confirm this information is correct before acting on it.
Rules change. This information is correct to our understanding at the last-reviewed date, but it may be incomplete or out of date, and official sources take precedence. Bitcoin is volatile. A company that buys it could lose some or all of the money it puts in.
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