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Directors’ Duties in a private company – Guidance Note

Guidance Note: Directors’ Duties, Conflicts & Loans


This Guidance Note: Directors’ Duties, Conflicts & Loans is a practical ‘how to’ guide for private companies covering the law surrounding directors, particularly in relation to their duties, conflicts of interest and any loans made to them by the company.

This Guidance Note includes a discussion of:

• Directors’ duties, particularly statutory duties under the Companies Act 2006;
• Penalties for breach of duty and ratification of breach;
• Shareholder litigation and derivative claims against directors;
• Conflicts of interest;
• Who are connected persons?;
• Substantial property transactions;
• Proceedings of directors;
• Remuneration, Expenses, Gratuities and Pensions; and
• Loans to Directors.

This Guidance Note is a useful ‘aide-memoire’ to a company secretary or company director new to the role or a refresher for a more experienced company administrator.

This Guidance Note should be read in conjunction with our other guidance note on directors in this Co Sec Sub-folder – Appointment & Termination of Directors .

This Guidance Note is in open format.

Once you have purchased access to the appropriate document folder click on the “Download Document” button below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.

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