The term ‘officer of the company’ is widely referred to throughout company law, most especially in relation to liability for various breaches of law or regulation.
Prior to the Companies Act 1948, there was no statutory definition of 'officer'. The Companies Act 2006 (CA 2006), s 1173, states that an ‘officer’, in relation to a body corporate, includes a director (including a shadow director within the meaning of CA 2006, s 251), secretary
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A director or member or secretary.
Directors' duties—directors' interests: CA 2006, ss 175–177The main Directors’ duties developed by the courts were set out in statute for the first time in sections 171–177 of the Companies Act 2006 (CA 2006), and all of those statutory duties (general duties) are set out in Practice Note:
Can a sole director of a company hold a board meeting with themself as the sole attendee?This Q&A considers the situation where a private company limited by shares has only one director and whether that director is required to hold board meetings to make decisions in relation to the company’s
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position of director, by whatever name called'.Within that definition, case law has established that there are two categories of director:•de jure directors,
Directors’ board meetings—fundamentalsUnlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the Companies Act 2006 (CA 2006) regulating board meetings or prescribing who can call a board meeting or any notice period that has to be given to directors
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