← Lessons 02-Business and Company Law
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Law of Contract Sole Traders Partnerships Limited Liability Partnerships — LLP Limited Companies Public Limited Company — PLC Private Limited Company Company Formation & Registration Certificate of Incorporation Private Company → Public Company Company Registers Company Accounts Share Capital Directors Company Secretary Auditors Annual General Meetings — AGM Proxies Company Reports People with Significant Control — PSC Winding Up / Liquidation Liquidator's Duties Bankruptcy ⭐ Key Exam Numbers to Remember

Directors

Appointment

Directors may be:

  • Appointed by founders.
  • Elected at a general shareholders' meeting.
  • Appointed by existing directors if permitted by the Articles.

Duties

Directors are accountable to shareholders and must:

  • Promote the success of the company.
  • Consider employees' interests.
  • Exercise independent judgment.
  • Exercise reasonable care, skill and diligence.
  • Avoid conflicts of interest.

Director Register

The company must maintain details including:

  • Name.
  • Address.
  • Country of residence.
  • Date of birth.
  • Nationality.
  • Business occupation.

Changes to directors must be notified to Companies House within 14 days.

Serious Criminal Offences

Insider dealing

  • Buying or selling company shares using confidential/privileged information.
  • It is a criminal offence.

Fraudulent trading

  • Deliberately trading with the intention of defrauding creditors.
  • The notes state directors can face imprisonment of up to 10 years.