The following Corporate practice note provides comprehensive and up to date legal information covering:
The directors of a company are responsible for the day-to-day management of that company.
The directors make decisions on behalf of the company in order that it can carry on its business, including making decisions relating to the company:
entering into contracts
purchasing or renting premises
acquiring stock or equipment, and
For details on decision making by directors, and the processes and procedures typically involved, see Practice Notes: Directors’ decision-making—power, authority and duties, Directors’ decision-making—convening board meetings, Directors’ decision-making—conduct at board meetings, Directors’ decision-making—post board meeting formalities and Directors’ decision-making—written resolutions and decisions by sole directors.
The directors are empowered to act on the company’s behalf by:
the company’s articles of association
the Companies Act 2006 (CA 2006)
common law, and
any applicable resolutions of its members
The directors’ powers are subject to:
any provisions in the company’s articles of association limiting those powers
the directors’ general duties as set out in CA 2006, and
matters reserved to the members by CA 2006
For companies subject to the model articles, the directors have a general power to manage the company:
‘Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company.’
In addition to the power of general management,
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