Directors' duties factsheet

Published on: 15/12/2022

Guide to Directors' general duties, in capacity as a director, to the company.

The Companies Act 2006 (“the Act”) includes a statutory statement of directors' duties, which aims to clarify and codify the existing common law on directors' fiduciary duties. These duties are based on, and have effect in place of, the common law rules and principles. However, the new duties must be interpreted and applied in the same way as the common law rules, and so must be read in the context of case law.

The statutory statement is not exhaustive. It only covers duties owed by a director, in his capacity as a director, to the company. Directors still have other common law duties, for example the duty of confidentiality, and statutory duties, for example to prepare reports and other duties under insolvency and health and safety legislation. The new statutory duties are described as "general duties" in recognition of the existence of other duties. This factsheet deals with the general duties.