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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
  • Briefings
  • Useful links: guidance, factsheets, reports
  • Case law
  • Articles and books in the Library collection

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Legal Alert

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.

Case law: court clarifies directors' duties to shareholders


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.

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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.

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.

Useful links


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.

Other resources

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 [2013] 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.

Case law

Section 172 of the Companies Act 2006 - A critical examination
Addresses the possibility of directors breaching their fiduciary duty by not taking part in lawful tax avoidance schemes, with reference to recent case law. Published in March 2015.

The application of the Companies Act 2006 on effecting valid service on directors
Highlights the importance of directors keeping their address for service up to date and maintaining accurate company records. The full judgment in Key Holmes Bradford Ltd v Patel [2014] is available from BAILII.

A reminder of directors' duties under the Companies Act 2006
Explores the fiduciary duties owed by directors to their companies. The full judgment in Towers v Premier Waste Management [2011] is available from BAILII.

Coming of age?
Article from the New Law Journal looking at how judges have interpreted the Act's new provisions for derivative actions. Published in December 2010.

Former directors who set up in competition: the first post-Companies Act 2006 case comes to light
The first reported case in England and Wales relating to those provisions of the Companies Act 2006 that govern conflicts of interest and the appropriation by directors of their company's business opportunities. The full judgment in Thermascan v Norman [2009] is available from BAILII.

Articles and books in the Library collection

Selected books

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.

Selected articles

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.

Find more resources

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