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Directors' duties and responsibilities

The Companies Act 2006 codified directors' duties in the UK. On this page you can find relevant news and background information.

What's on this page?

  • Legal Alert
  • Briefings
  • Useful links
  • Articles and books

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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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Briefings are four-page guides from Atom Content Marketing written for the busy practitioner, director and entrepreneur providing concise, practical advice on core business issues.

Build your company's board


The board of directors has an essential role in company governance and setting the strategic direction of the business. The right board of directors brings your company specialist knowledge and expertise in key business areas, such as management, finance or technology.

Directors' responsibilities


Company directors are responsible for the management of their companies. They must act in a way most likely to promote the success of the business and benefit its shareholders. They also have responsibilities to the company’s employees, its trading partners, and the state.

Effective board meetings


Successful companies use board meetings to create and improve key business strategies. A similar approach can benefit smaller businesses and strategy meetings in general.

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.


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.

Other resources

Director’s Liabilities: Hiding in the Shadows
Article from law firm Pitmans, noting that the duties and liabilities imposed on directors also apply to de facto directors. The article highlights the recent case of Re UKLI Ltd Secretary of State for Business, Innovation and Skills v Chohan and others [2013] EWHC 680 Ch.

Directors' duties and responsibilities
Factsheet produced by the Institute of Directors (IoD), last updated March 2018. The IoD produced a further factsheet on De facto directors and their liabilities, last updated May 2017.

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

Selected books

Rights and duties of directors
(Bloomsbury, 2017)
Sets out the rights, powers and duties of directors as prescribed by company law and associated legislation

The company director: powers, duties and liabilities
(Jordan, 2015)
Detailed guide to directors' duties. Covers the complex relationships of directors with fellow directors, the company, its employees and shareholders.

Find more resources

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 web chat or by email at library@icaew.com.

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