Powers, duties and liabilities of directors

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Practice notes
The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital,...
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9th Nov
Practice notes
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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9th Nov
Practice notes
This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
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9th Nov
Practice notes
The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 9th Nov
Practice notes
What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...
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Produced in partnership with Louise Wolfson. 9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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9th Nov
Practice notes
This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...
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9th Nov
Practice notes
Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...
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9th Nov
Practice notes
This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...
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9th Nov
Practice notes
A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...
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9th Nov
Practice notes
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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9th Nov
Practice notes
A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
Read More >
9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
Read More >
9th Nov
Precedents
Please note that this precedent is for information only and is a memorandum setting out the details of the Model Code that was contained in the...
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9th Nov

Most recent Powers, duties and liabilities of directors content

Practice notes
This Practice Note outlines some of the key considerations when dealing with claims concerning company directors. It addresses the definition of a...
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24th Nov
Practice notes
Directors of companies which become, or are likely to become, insolvent face additional considerations and are under a duty to minimise losses to the...
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23rd Nov
Practice notes
Unlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the Companies Act 2006 (CA 2006) regulating...
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19th Nov
Practice notes
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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18th Nov
Q&As
Unlike company general meetings and annual general meetings, there are no provisions in the Companies Act 2006  regulating board meetings or...
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18th Nov
Practice notes
Directors, and in some cases shadow directors, owe numerous duties to a company. Many of those duties have been developed by the courts over hundreds...
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18th Nov
Practice notes
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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18th Nov
Q&As
Actions against directors may come from various sources, including:•the company—a director’s statutory duties are owed to the company pursuant to...
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9th Nov
Precedents
Ordinary resolution:That [each of the directors OR [each of ][insert name(s) of relevant director(s)]] be and [is OR are] hereby authorised at any...
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5th Nov
Precedents
The Directors[Insert name of company][(Company)][Insert address][Insert date]Dear [Directors],General notification of interest in an existing...
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5th Nov
Precedents
The directors[Insert name of company] ([Company])[Insert address][Insert date]Dear [Directors],Declaration of interest in an existing transact...
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5th Nov
Precedents
The directors[Insert name of company] ([Company])[Insert address][Insert date]Dear [Directors],General notification of interest in a proposed...
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5th Nov
Precedents

Ordinary resolution:

That the directors be given

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5th Nov
Precedents
The directors[Insert name of company][(Company)][Insert address][Insert date] Dear [Directors], Declaration of interest in a proposed transact...
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5th Nov
Practice notes
The main directors’ duties developed by the courts were set out in statute for the first time in the Companies Act 2006 (CA 2006), ss 171–177 and all...
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5th Nov
Practice notes
The main directors’ duties developed by the courts were set out in statute for the first time in sections 171–177 of the Companies Act 2006 (CA 2006),...
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5th Nov
Practice notes
Directors are the agents of a company who manage its day-to-day business and owe a number of duties to it. Many of those duties have been developed...
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5th Nov
Q&As
Convening meetingsThe procedure for calling and conducting board meetings is usually set out in the company's articles. Accordingly, there is no...
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5th Nov
Q&As
It is assumed for the purpose of this Q&A that the company has adopted articles of association in the form of Table A as set out in the schedule to...
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5th Nov
Q&As
This Q&A looks at the general rule that a delegated power cannot be further delegated as applied to directors. It also examines whether an attorney...
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5th Nov

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