Thursday October 8, 2009 at 10:26am
The new Companies Act has made some changes as to who directors are and registration requirements. Most of these new rules came into effect on 1st October 2009 but it seems many Directors know nothing about them.
Who is a director?
A director is anyone who has either been formally appointed as a director (by the shareholders or board as set out in the company’s Articles), occupies the position of director (even if they are called something else) or someone whose directions or instructions are generally followed by the board (called a ‘shadow director’).
In practice, this means that anyone who makes decisions concerning the running of a company, as well as anyone appointed as a director, could be considered a director. They will then have to understand and comply with company directors’ duties and can be held liable if there are any breaches of their duties. Read Understanding your Duties and Responsibilities as a Director for more details.
All private companies must have at least one director who is a human being (as opposed to another company). This is a requirement now for all new companies but companies already in existence before the Companies Act 2006 do not need to appoint a human being until 1st October 2010 at the latest. All human directors must be at least 16 years old.
Registration of Directors
Directors’ details must be registered in two places: in the company’s own register of directors and in the register kept at Companies House.
Although a director’s home address must be included in the company’s register, and notified to Companies House, directors can opt to use a ‘service address’ instead of their home address to be made public. The service address can be the company’s place of business.
Directors no longer need to register details of other directorships at Companies House. They must however now give details of all other names they are or have been known by whilst in business, including a married woman’s maiden name.
As with any new legislation it has caused confusion for some but the most important thing for directors is to understand fully their duties and responsibilities in law.
Gary Cousins
Solicitor advising on directors duties
This blog is not intended to constitute legal advice, nor is it intended to be a complete and authoritative statement of the law, and what we say might be out of date by the time you read it. You should always seek legal advice to confirm whether or how any information in this blog applies to your particular situation. We offer a free 30-minute telephone advice session to discuss your particular circumstances.