Those who take on the position of director within a company will find that their duties now extend well beyond those defined in the Companies Act, requiring them to be familiar with an extensive amount of constantly changing legislation. As a consequence of their expanding responsibilities and the heavy demands placed upon them, company directors can easily find themselves inadvertently breaking the law.
The Regulatory and Compliance Solicitors at Wilford Smith specialise in defending company directors accused of failing to meet their statutory obligations, and can offer the highest quality representation should a case proceed to court. If you are a company director requiring legal advice or representation, contact out Regulatory and Compliance Solicitors as soon as possible to find out how we can help.
What are the duties of a company director and how can these be breached?
If you are a director of a UK limited company you will have a range of duties and obligations under the Companies Act 2006.
As a director you must act within your powers, meaning that you must only act in accordance with the company's constitution. The company's constitution includes the articles of association, along with any resolutions and agreements that are constitutional in nature. Any powers that are afforded to the directors in the company's constitution must only be exercised for the purposes for which they are given.
Directors have a responsibility to promote the success of the company by acting in a way that they honestly believe will benefit the company's members as a whole. “Success” is broadly defined as the long-term increase in value, but it is up to individual directors to decide what is the most appropriate course of action for a company to take having regard for considerations such as the long-term consequences of a particular decision, the interests of company employees and the impact on the immediate environment and community.
A director must exercise independent judgement and make their own decisions, although this does not prevent the director from acting according to the company's constitution or in line with any agreements entered into by the company.
A director must exercise reasonable care, skill and diligence in the carrying out of their role. The standard expected is that of a reasonably diligent person with the knowledge, skill and experience that would be expected of someone in that position, and the knowledge, skill and experience that the director actually has.
Company directors must avoid conflicts of interest, i.e. a situation where they have, or could have, personal interests that conflict, or could potentially conflict, with the interests of the company. This duty may be breached if a director exploits property, information or opportunity, regardless of whether the company could take advantage of it. There is a wide range of circumstances that can give rise to a conflict of interest, and no comprehensive set of rules detailing these. If in doubt, directors should seek legal guidance from a solicitor experienced in company law for advice on any potential conflict of interest.
If you are acting as a company director you must not accept a benefit from a third party that is given because you are a company director, or because you will or will not do something in your role as a director.
Directors must declare the extent and nature of any interest they have or may have in a transaction or arrangement with the company. If this is a proposed transaction, the interest must be declared before it is entered into. When a transaction has already been finalised, the interest should be declared as soon as is practicably possible.
Expert Regulatory & Compliance Advice for Directors in Sheffield and London
For directors found to have breached their duties, the consequences can have a huge impact on their lives and careers. If you fail to disclose an interest, it can result in a criminal fine.
At Wilford Smith, we take pride in our reputation for unique representation, giving our clients a service that is exceptionally strategic and results driven, and are able to attract the highest calibre barristers to provide support when necessary. Directors Defence is extremely complex, but with years of experience in handling these cases we are best placed to conduct a robust defence on your behalf.
Our Regulatory and Compliance Solicitors are based in Sheffield and London and serve clients throughout England and Wales. Contact us today on 01709 828 044 to find out how we can help.