Company Director, The
Powers, Duties and LiabilitiesFROM £85.00
Provides comprehensive coverage, in a single volume, of the powers, legal obligations and responsibilities of executive and non-executive company directors.
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The Company Director: Powers, Duties and Liabilities provides comprehensive coverage, in a single volume, of the powers, legal obligations and responsibilities of executive and non-executive company directors. The complex relationships of directors with fellow directors, the company, its employees and shareholders are fully explained.
Now in its 12th edition, this well-respected and established work has been updated to include:
- A chapter on recently revised rules relating to corporate security especially the provisions governing constructive knowledge and priorities
- Coverage of the new mechanism of making complaints to the Company Names Adjudicator. This new procedure is considered in some detail
- Coverage of the latest changes to the company share buy-back regime
- Discussion of the anticipated provisions of the Small Business, Enterprise and Employment Bill, including abolition of corporate directors, directors' extended liabilities to disqualification and on insolvency, a new 'consent to act' regime and the new register of Persons with Significant Control
- Case-law including Prest v Petrodel Resources, VTB Capital, Chandler v Cape plc, British Bank of the Middle East v Sun Life Association of Canada, ING Re (UK) Ltd v Versicherung AG, Wrexham AFC v Crucialmove Ltd
- The Companies Act 2006
- The Company and its Legal Framework
- Appointment of Directors
- Powers of Directors
- Duties of Directors
- Liabilities of Directors
- Relations with Shareholders
- Relations of Directors With One Another
- Terms of Service for Directors
- Resignation, Removal and Retirement
- Bribery Act 2010
- Corporate Manslaughter and Corporate Homicide Act 2007
- Corporate Governance
- Corporate Security
- Jordans Articles of Association for a Private Limited Company
- Standard Form Articles of Association
- Form IN01
- UK Corporate Governance Code (June 2010)
- The Companies Act 2006
- Draft Standard Form Service Agreement for an Executive Director
Reviews from previous editions
"The first, now in its 11th edition, is a highly respected tome...the material is truly without parallel in its coverage and complexity, articulating the concerns directors must address and detailing the many instruments and recommendations that litter the landscape in this field."INTERNATIONAL COMPANY AND COMMERCIAL LAW REVIEW
"The chapters on powers and duties are, however, essential reading whilst the book will provide an authoritative source of reference on other questions."COMPANY ACCOUNTANT
"The guide is an accessible reference book for directors ... looks set to become one of the vital sources of reference for directors"
"This comprehensive guide should be an essential part of a secretary's library"
"heavy on the practical side of the law dealing with directors' duties and liabilities ... essential reference for directors, liquidators, solicitors, and those who need to engage with this branch of the law for various purposes."
BUSINESS LAW REVIEW
"an impressive volume which skilfully examines the law in clear language without losing sight of the practical difficulties facing directors across a whole range of issues"
THE JOURNAL OF THE LAW SOCIETY OF SCOTLAND
"a comprehensive guide ... Written by experienced and knowledgeable practitioners and academics ... readers expect a comprehensive treatment ... they are not disappointed ... lucid and engaging ... provide a succinct explanation of the law ... excellent appendices ... essential reading for directors and their advisors ... clear and accessible ... can be used on a day to day basis ... provides excellent value for money ... should remain close to hand"
STUDENT LAW JOURNAL
"The Company Director provides detailed background information which is reader friendly underlined with practical examples. Furthermore, it is an accessible reference book for both executive and non-executive directors, company secretaries as well as their advisers...this book contains the essential information for company directors in order to comply with the current legislation and case law"
GERMAN-BRITISH CHAMBER OF INDUSTRY & COMMERCE
APPOINTMENT OF DIRECTORS
IDENTIFYING A COMPANY’S DIRECTORS
3.1 A company is an artificial person created and endowed with a legal personality by the Companies Acts. It must therefore act through human agents acting on its behalf. Its most important agents are its directors. There is no statutory definition of a director in the Companies Act 2006. The closest there is to a definition is the statement in s 250 that the word ‘director’ includes ‘any person occupying the position of director, by whatever name called’. However, under general company law, it can be said that the directors are those who are responsible for the day-to-day direction and management of the company’s business, and the exercise of its powers in matters within the board’s remit. It does not matter if those people are given some other name – in, for example, the company’s articles of association. So the articles of association of a company may refer to its ‘council of management’ or ‘executive committee’ rather than its ‘directors’, but if the members of those bodies are responsible for managing the business of the company, and exercising its powers, they are its directors in company law, insolvency law, and any other law referring to a company’s directors. Any provision in any such law that applies to directors applies equally to them.
3.2 How, therefore, are directors appointed and by whom? The answer lies in the articles of association. English law gives almost complete freedom to the promoters of a proposed company, and to its shareholders once it is incorporated, to set out in its articles their choice of machinery for this purpose. The only exception is where two or more directors are to be proposed for election to a public company, when a special rule applies about the form of resolutions to appoint a director. A motion for the appointment of two or more persons as directors by a single resolution must not be put forward unless it has been agreed to at the meeting without any vote being given against it. Thus, CA 2006 does not say that directors must be appointed by the members in general meeting (although it does say that they may always be removed by an ordinary resolution of the members, no matter what the articles say, provided a particular procedure is followed). The inquirer must, therefore, look at the
articles and what he is likely to find there is summarised below.
APPOINTMENT OF FIRST DIRECTORS ON INCORPORATION
3.3 When registering a company, the information filed with the Registrar of Companies must include details of the proposed first directors of the company. If the proposed director is an individual (that is, a human being, as opposed to a corporate director), his details including his name and any former name; his address for service of documents (which does not have to be his residential address – for example, it can be ‘the company’s registered office’); the country or state (or part of the United Kingdom) in which the director is usually resident; his nationality; his business occupation (if any); and his date of birth. His ‘name’ means his Christian name (or other forename) and surname. Although, if he is a peer, or normally known by a title, he can give his title instead of his Christian name (or other forename) and surname, or in addition to either or both of them. His ‘former name’ means any name or names by which he was formerly known for business purposes. However, there are exceptions:
• Peers and individuals formerly known by a British title do not have to give the names they were known by before they adopted or succeeded to their title.
• If the former name was changed or stopped being used before the director reached 16 years of age this need not be given.
• If the former name was changed or stopped being used 20 years or more before their appointment this need not be given.
Individual directors must also give a ‘usual residential address’. If this is the same as the service address they have given, they can simply say so, rather than write it out again. But if the service address they have given is ‘the company’s registered office’, the residential address must be set out in full. Under CA 2006 directors’ residential addresses are what is known as ‘protected information and must not be disclosed to third parties, except in certain circumstances, by either the company itself or Companies House.
If the proposed director is a body corporate, or a firm that is a legal person under the law by which it is governed,10 the details to be given are:
• its corporate or firm name;
• its registered or principal office;
• if it is a company in the European Economic Area, and the First Company Law Directive applies, details of the register where it is registered (including details of the relevant state), and its registration number, must be given;
• in any other case, the following must be given—
– the legal form of the company or firm and the law by which it is governed, and
– if applicable, the register in which it is entered (including details of the state) and its registration number in that register.
The First Company Law Directive is the EU Directive requiring (among other things) that EU companies file basic company documents at a company registry, and publish them (or parts of them) in a national gazette. It also requires that those documents be available for public inspection.
If the information is given on the hard copy statutory form IN01 that has to be filed with Companies House when incorporating a new company, that form must be signed by the subscribers – the proposed members of the company – or by an agent on their behalf. Each proposed director and (if the company is a public company and therefore required to have one, or is a private company and chooses to have one) the proposed secretary must sign his consent to becoming a director. The form also includes a statement of compliance with the requirements of the Act.
If the information is filed electronically, each director must currently indicate his consent to becoming a director. When the Registrar has issued the certificate of incorporation, the new company comes into existence, with the directors who have consented to act in the information submitted to the Registrar automatically becoming its first directors by virtue of the incorporation of the company. Purported
appointments made by any other means would be equally ineffective.
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