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Certain specialised areas, including special rules for charitable companies and banks are not covered.It is to be stressed that the aim is to guide directors and not to provide them with a detailed analysis of the law on the topic under discussion.Directors of companies, whether public or private, have various responsibilities towards their companies, breach of which may not only be detrimental to those companies and their shareholders, but also may lead to civil and criminal liability of the individual director concerned.The aim of this statement is to provide guidance to members who are directors as to their responsibilities, principally in relation to financial and accounting matters, but also including an overview of their general duties.At least one director must be a natural person (Companies Act 2006, section 155).The method of appointment of directors will generally be governed by the Articles.

At a general meeting of a public company, the appointment of each director must be voted on individually, unless a resolution that a single resolution will suffice has first been agreed by the meeting without opposition (Companies Act 2006, section 160(1)).

It has, with one exception (see below), been prepared on the basis of the complete implementation of that Act, in relation to a company formed under that Act, whereas at the time of issue some provisions of the Act have not yet commenced and readers should be aware that certain 1985 Act provisions and transitional adaptations remain in force until 1 October 2009 (see Appendix B for a list of commencement dates, extracted from the Final Implementation Timetable published by BERR in December 2007).

The exception is in relation to the model articles.

Certain particulars need to be filed with the Registrar of Companies.

The Companies Act 2006 permits directors to file a service address with the Registrar of Companies for the public record.


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