Thursday 2 October 2008

UK: Companies Act (2006) implementation - directors' duties and financial assistance

Amongst the provisions of the Companies Act (2006) which came into force on 1 October are those concerning directors' duties and financial assistance. It is no longer unlawful for private companies to provide financial assistance for the purchase of their own shares (see here for further information and note this post). With regard to directors and directors' duties, the following provisions are now in force:

[a] The duty of directors to avoid conflicts of interest (Section 175) and not to accept benefits from third parties (Section 176). 

[b] The duty of directors to declare interests in proposed transactions or arrangements (Section 177) and the duty to declare interests in existing transactions or arrangements (Sections 182-187).

[c] The requirement for all companies to have at least one director being a natural person (Section 155).  There is, however, a period of grace for certain companies - see here.

[d] The minimum age requirement for directors: 16 years (Section 157). 


[a] Section 170 provides, inter alia, that directors' general duties within Sections 171 to 177 are owed to the company and that they replace the common law rules and equitable principles upon which they are based.  This said, Section 170 also provides that the general duties "shall be interpreted and applied in the same way as common law rules or equitable principles, and regard shall be had to the corresponding common law rules and equitable principles in interpreting and applying the general duties".

[b] Companies House has published information on the provisions coming into force on 1 October 2008 - see here

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