Directors' duties and responsibilities
The Companies Act 2006 introduced a codification of directors' duties. On this page you can find news updates and quick links to guides and background information.
What's on this page?
- Legal Alert
- Useful links: guidance, factsheets, reports
- Case law
- Articles and books in the Library collection
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Legal Alert is a monthly checklist from Atom Content Marketing highlighting new and pending laws, regulations, codes of practice and rulings that could have an impact on your business.
Directors should ensure the information they provide to shareholders is clear and comprehensible, not misleading and does not hide material particulars. However, in the absence of a special relationship, directors do not owe fiduciary duties to their company's shareholders.
Directors of companies who dispose of assets or a business while in financial difficulties should comprehensively review all alternative courses of action, show they honestly believe the course of action they take is in the company's best interests, and take advice where appropriate.
Directors who delegated responsibility for key issues to non-directors were disqualified as unfit to be concerned in the management of their company.
Directors' Briefings and Start-Up Briefings are four-page guides written for the busy practitioner, director and entrepreneur providing concise, practical advice on core business issues.
The duties of company directors have, until recently, been defined by case law.
The way you run board meetings speaks volumes about how you run the company.
Disclaimer: These publications from Atom Content Marketing are for general guidance only, for businesses in the United Kingdom governed by the laws of England. Atom Content Marketing, expert contributors and ICAEW (as distributor) disclaim all liability for any errors or omissions.
Financial and accounting duties and responsibilities of directors
Detailed statement from ICAEW, principally concerning the main duties and responsibilities of a financial or accounting nature owed by directors, but also including more general duties and responsibilities.
Guide to the duties and responsibilities of directors
Shorter summary of directors' duties.
A collection of resources on directors and corporate governance, maintained by ICAEW Library.
The non-executive director's legal position - liability and insurance, due diligence
Online articles, eBooks, reports and guidance, curated by ICAEW's Special Interest Group for NEDs.
Director’s Liabilities: Hiding in the Shadows
Article from law firm Pitmans, originally published in the Solicitors Journal on 12 November 2013. The article provides a useful reminder that the duties and liabilities imposed on directors also apply to de facto directors, highlighting the recent case of Re UKLI Ltd Secretary of State for Business, Innovation and Skills v Chohan and others  EWHC 680 Ch.
Company directors and competition law
Guidance from the Office of Fair Trading (OFT) designed to help company directors understand their responsibilities under competition law. Produced in June 2011
Running a limited company
Guidance from Gov.uk on directors' responsibilities.
The duties, responsibilities and liabilities of directors
Factsheet produced by the Institute of Directors in 2010.
Corporate Governance and Directors' Duties 2010: Q&A
Guide answering some of the most frequently asked questions on directors' duties, published by UK commercial law firm Nabarro LLP in June 2010. The guide was reproduced from ‘PLC Cross-border Corporate Governance and Directors' Duties Handbook 2010’ published by the Practical Law Company.
Companies Act 2006: GC100 guidance on directors' conflicts of interest
Guidance paper published by the Association of General Counsel and Company Secretaries of the FTSE 100 (GC100) on 18 January 2008 focusing on directors' conflicts of interest following the implementation of the Companies Act 2006.
Companies Act 2006: GC100 paper on directors' duties
Guidance note published by the Association of General Counsel and Company Secretaries of the FTSE 100 (GC100) on 1 February 2007 with the stated aim of establishing best practice for compliance with the codified directors' duties. The full text of the guidance note was available to download in Word format.
The Companies Act 2006: Directors’ Duties Guidance
Short guide to the new duties codified under the Act, with examples. Produced by the Corporate Responsibility Coalition in October 2007.
Guide to Directors’ Responsibilities Under the Companies Act 2006
Lengthy guide to directors' duties from ACCA. Produced in July 2007.
Articles and books in the Library collection
Rights and duties of directors
Bruce, M. (Bloomsbury, 2015. 701p.)
Sets out the rights, powers and duties of directors as prescribed by company law and associated legislation
The company director: powers, duties and liabilities
Loose, P. (Jordan, 2015)
Detailed guide to directors' duties. Covers the complex relationships of directors with fellow directors, the company, its employees and shareholders.
A critical friend
FS Focus, September 2013, pp.12-13
Examines the risks and rewards facing non-executive directors (NEDs).
Companies Act 2006
By All Accounts, January 2010, pp.11-13
Outlines the key accounting changes and new provisions on directors' duties brought in by the Act.
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