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Know Your Responsibilities

There are seven duties every director has to uphold

  • Act within the powers granted to you.
  • Promote the success of the company for the benefit of its members as a whole.
  • Exercise independent judgement.
  • Exercise reasonable care, skill and diligence.
  • Avoid conflicts of interest.
  • Not to accept benefits from third parties.
  • Declare interests in transactions or arrangements with the company.

The Consequences

What can happen if I breach my directorial duties?

Removal From Office

Shareholders, if the majority agree when taken to a vote, can vote you out and have you removed as a director.

Personal Liability

The director could be held personally liable for any losses suffered by the company, its shareholders, or its creditors as a result of the breach.

Court Orders

The court may order the director to take various actions, such as repaying any misused company funds, restoring company property, or rescinding contracts entered into as a result of the breach.

Disqualification

The Secretary of State can disqualify the director from holding company directorships for a certain period if they are deemed unfit to be a director.

Criminal Fines

In serious cases, the director may face criminal fines, particularly for breaches involving fraud or dishonesty.

Imprisonment

In extreme cases, where the breach involves serious criminal activity, the director could even face imprisonment.

Expert Knowledge

Frequently Asked Questions

No it will not. Being the director of a limited company limits the liability to the company. That is providing you have acted as any reasonable person would whilst running the business and not signed up to any personal guarantees or have an overdrawn directors loan account.
Fees vary depending on the level of work that needs to be undertaken and the level of specialism that needs to be given.
Please contact us at your earliest convenience. We can provide guidance on the Company’s ability to repay these amounts over time and assist in negotiating a suitable time-to-pay arrangement with HMRC on your behalf. Acting promptly increases the likelihood of HMRC providing assistance.
Yes, you can. However, should your conduct as a director be called into question for the company you were a director of, you could be banned at a later stage.
Yes – HMRC can absolutely chase a dissolved company. They have six years from the date of dissolution and twenty years if they believe and fraud or negligence has taken place.
Disqualification under the Company Directors Disqualification Act bars former directors from holding director positions in UK-linked limited liability or overseas companies. They are also prohibited from involvement in setting up or managing such entities.