It is well known that directors owe duties to the company of which they are a director and, in certain circumstances, its shareholders, creditors and employees. Many people believe that if you have not been formally appointed as a director, i.e. you do not appear on Companies House records as a director, you will not owe the usual directors’ duties and, therefore, cannot be in breach of such duties or subject to sanctions for breach.
The general election is now over, and Parliament has more time to deal with matters other than Brexit. The spotlight has therefore returned to corporate governance, with The Sunday Times reporting that the FRC is developing a “British version of Sarbanes-Oxley”. It reported that this would “heap more responsibility on to directors, asking them to vouch regularly for the integrity of their financial controls and – if passed into law in the UK – opening the possibility of criminal proceedings against chief executives and finance directors for reporting misleading statements to the market.”
Up to now you’ve been operating as a sole trader. Your business is growing, your contracts are becoming more lucrative, and you want to limit your potential personal liability. You decide it’s time to incorporate a company and join the other 4 million private limited companies on the UK Company Register.
BBC news alerts on our phones seem to be constant these days. There is of course the small issue of Brexit which is keeping journalists occupied. However, the state of the economy also features heavily in the news: large corporate collapses have dominated the headlines in recent times.