The seven general duties the Companies Act 2006 imposes on directors, who owes them, and the remedies and personal liabilities that follow when they are breached.
A breach of duty can unwind a transaction, strip a director of profits, or end in personal liability for a company's debts, so the consequences matter as much as the rules. This chapter begins with the framework of the codified duties — who counts as a director, including de facto and shadow directors, and which duties survive resignation — before working through the duties to act within powers, promote the company's success, exercise independent judgment and show care, skill and diligence. It then examines the conflict rules: avoiding conflicts of interest, refusing third-party benefits and declaring interests in proposed transactions. The final sections cover enforcement through derivative claims, remedies, ratification and court relief, the member approval needed for substantial property transactions, and the limits on protecting directors from liability, including wrongful and fraudulent trading on insolvency.
