The following Corporate practice note provides comprehensive and up to date legal information covering:
Directors are the agents of a company who manage its day-to-day business and owe a number of duties to it. The Companies Act 2006 (CA 2006) codified for the first time certain common law and equitable duties that had been developed by the courts over hundreds of years and also modified company law in certain areas.
CA 2006, ss 171–177 set out the statutory duties (the general duties) owed by a director to their company:
the duty to act in accordance with the company's constitution and only exercise powers for the purposes for which they are conferred
the duty to act in a way the director considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and in doing so have regard to various matters (duty to promote the success of the company). Pursuant to the Companies (Miscellaneous Reporting) Requirements Regulations 2018, SI 2018/860, companies that have to prepare a strategic report will need to include a separately identifiable statement (section 172 statement) describing how the directors have had regard to employees and other interests when performing their duty under CA 2006, s 172 to promote the success of the company. For further details on the Companies (Miscellaneous Reporting) Requirements Regulations 2018, including the section 172
Free trials are only available to individuals based in the UK
Complete all the fields above to proceed to the next step.
**Trials are provided to all LexisPSL and LexisLibrary content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisPSL services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
To view the latest version of this document and thousands of others like it, sign-in to LexisPSL or register for a free trial.
Existing user? Sign-in
Take a free trial
Take a free trial
Defects liability period and rectification of defectsIt is common in construction projects for defects to manifest or appear in the works. Most construction contracts require the contractor to return to site to rectify (also known as ‘make good’) defects which arise or are discovered during a
Form of transfer of sharesThere are a number of circumstances in which shares in a company may be transferred, eg upon a sale of the shares, through the transmission of the shares by operation of law (eg upon the death or bankruptcy of a shareholder), by gift or upon the enforcement of a charge. For
Fraud by false representationFraud by false representationFraud by false representation applies to a broader range of conduct than the offences under the preceding legislation (the Theft Act 1968 (TA 1968)). No gain or loss need actually be made, and no deception need operate on the mind of the
Amending the articles of associationThis Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA 2006).Why amend the articles?There are many different reasons why a company may want, or be required, to amend its
0330 161 1234