Directors and Officers

A private limited company exists as a separate legal entity, distinct from those involved in the running of the business. However, the officers and directors who act on behalf of the company on a day-to-day basis owe responsibilities to the company. Understanding these responsibilities is essential to the successful management of a business.

Our experience

  • Appointment and termination of appointment of directors
    • Executive directors
    • Non-executive directors
    • De jure directors
    • De facto directors
    • Shadow directors
  • Directors’ fiduciary duties and general duties under the Companies Act 2006
    • Duty to act within powers
    • Duty to promote the success of the company
    • Duty to exercise independent judgment
    • Duty to exercise reasonable care, skill and diligence
    • Duty to avoid conflicts of interest
    • Duty not to accept benefits from third parties
    • Duty to declare interest in proposed transaction or arrangement with the company
  • Authority of directors
  • Director’s employment contracts or service agreements
  • Directors’ remuneration
  • Considerations for directors on insolvency
  • Responsibilities of directors of companies in financial difficulties
  • Consequences of breach of a director’s duty and avoiding liability for breach
  • Directors’ and officers liability and liability insurance.
  • Disqualification of directors and the Company Directors Disqualification Act 1986
  • The board of directors
  • Conflicts of interest
  • Personal guarantees and indemnities