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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
  • Articles and books in the Library collection

Contact the Library

Expert help for your enquiries and research.

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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.

Environmental offences


Company directors should note the seriousness with which environmental law breaches are treated, and the extent of potential sanctions.

Corporate governance guidance for SMEs


Small to medium sized companies will benefit from updated guidance on corporate governance where the UK Corporate Governance Code does not apply. The guidance, produced by the Quoted Companies Alliance (QCA), emphasises good quality disclosure and the relationship between companies and shareholders. Legal Alert, June 2013.

ICSA guide for non-executive directors


Non-executive directors (NEDs) will welcome a new guide on their liability in the context of care, skill and diligence. The guidance, produced by the Institute of Chartered Secretaries and Administrators (ICSA), clarifies the scope of their duties and the steps they should take to discharge them. Legal Alert June 2013.

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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
Statement issued by ICAEW, principally concerning the main duties and responsibilities of a financial or accounting nature owed by directors, but also including an overview of more general duties and responsibilities.

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.

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.

Articles and books in the Library collection

To find out how you can borrow books from the Library please see our guide to book loans.

You can obtain copies of articles or extracts of books and reports by post, fax or email through our document supply service.

Can't find what you are looking for?

If you're having trouble finding the information you need, ask the Library & Information Service. Contact us by telephone on +44 (0)20 7920 8620, by fax on +44 (0)20 7920 8621 or by email at library@icaew.com.

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