Disclosure of directors’ interests in shares
Disclosure of directors’ interests in shares

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Disclosure of directors’ interests in shares
  • Register of directors' interests in shares—continued relevance for all companies
  • Disclosure of interests under the CA 2006—public companies
  • Disclosures by PDMRs under the Market Abuse Regulation
  • Disclosure of major shareholdings under DTR 5

This Practice Note outlines the requirements on directors to disclose their interests in shares under the Companies Act 2006 and the Market Abuse Regulation (including the requirements for disclosure of share dealing by directors and other persons discharging managerial responsibilities (PDMRs) of listed companies). This Practice Note does not consider the disclosure obligations of companies.

Register of directors' interests in shares—continued relevance for all companies

Under the Companies Act 1985, companies were required to maintain a register of directors' interests in shares of the company. Companies no longer need to maintain such a register as there is no equivalent requirement in the Companies Act 2006 (CA 2006).

In practice, however, companies (in particular public companies) are likely to maintain a register of directors' interests to keep track of any notifications made, eg disclosures made by PDMRs under the Market Abuse Regulation (see Disclosures by PDMRs under the Market Abuse Regulation below).

A company may need to disclose details of directors' interests in certain circumstances (eg in the context of a takeover offer). Maintaining a register of directors' interests ensures that the information required can be retrieved easily and quickly, as it is up to date and recorded in the company's registers.

For further information regarding disclosure of interests in the context of takeovers, see Practice Note: Disclosure of interests and