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Director meaning

What does Director mean?
A director is a person who participates in managing a company’s business and making board-level decisions. In UK and Irish company law, including the Companies Act 2006 (UK) and the Companies Act 2014 (Ireland), “director” is defined broadly as anyone occupying the position of director, by whatever name called; courts also recognise de facto directors (acting without valid appointment) and shadow directors (those whose instructions the board habitually follows). Formally appointed directors are recorded on the public register at companies house (England & Wales, Scotland and Northern Ireland) or the Companies Registration Office (Ireland). Whether registered or not, directors owe statutory and fiduciary duties to the company: to act within powers and in good faith for the company’s interests, to promote the success or long-term interests of the company, to exercise reasonable care, skill and diligence, to avoid conflicts and unauthorised benefits, and to ensure proper filings and financial records. Directors may incur personal liability for breach of duty, wrongful or fraudulent trading, and may face disqualification or restriction orders. Usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, with procedural differences in appointment, filing and enforcement. The term therefore covers registered, de facto and shadow directors within...
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View the related Checklists about Director

CHECKLISTS
In-house lawyer onboarding: structured line manager meeting checklist—priorities, stakeholders, legal issues, budgets and reporting

A meeting with your line manager on your first day Setting up a meeting with your line manager on day one of your new role is strongly advisable. Although it will most likely be an initial ‘getting to know you’ chat, there are several questions you can raise to help you feel more at ease in the position. If you are the only in-house lawyer or leading an internal legal team, your line manager will typically be the CEO or Finance Director, though it could be any other director. If you are joining an existing team, your line manager may sit in a legal, regulatory or compliance function, for example: Company Secretary General Counsel Senior Solicitor Legal Director Compliance Director Alternatively, they may hold a non-legal post, such as Finance Director or CEO. In a larger team with multiple layers in the reporting structure, your line manager could be someone else within that hierarchy. This Checklist highlights the key...

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CHECKLISTS
Applications for reporting restriction orders in family proceedings: procedural flowchart under the Family Procedure Rules 2010 PD12I and Cafcass Practice Note (England and Wales)

This flowchart sets out the steps to be taken on an application for a reporting restriction order under the Family Procedure Rules 2010, PD 12I (Applications for reporting restriction orders) and the Practice Note (Official Solicitor: Deputy Director of Legal Services: Cafcass: Applications for reporting restriction orders), also known as the Cafcass Practice Note. For comprehensive, practical guidance on each stage shown and on transparency in the family courts—covering overviews, Practice Notes, precedents, procedural guides, client guides, legislation, forms and further reading—see: Media access and transparency—overview, or select the related documents listed on the right-hand side of the flowchart. For focused guidance on reporting restriction orders, consult the following Practice Notes: Reporting restriction orders—procedure Reporting restriction orders and notifying the media For information about providing advance notice to the media of a reporting restriction order application, refer to: Giving advance notice to the media of a reporting restriction order application—flowchart. For the full collection of Lexis+® UK flowcharts spanning numerous...

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CHECKLISTS
Reporting restriction orders in family proceedings: High Court application checklist, grounds, statutory alternatives, and media notification (England and Wales)

Checklist: reporting restriction orders in family proceedings This checklist sets out the steps to consider when applying for a reporting restriction order in family proceedings, including preliminary matters such as jurisdiction, any alternative statutory provision and grounds for exclusion. It explains notifying the media through the Press Association Injunction Applications Alert Service, and notifying other parties. It also covers the duration and scope of reporting restriction orders under the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, the Practice Note (Official Solicitor: Deputy Director of Legal Services: Cafcass: Applications for reporting restriction orders) (also known as the Cafcass Practice Note), and the reporting restriction order standard order. A reporting restriction order is a court order restricting the publication or dissemination of certain information by media representatives or duly authorised lawyers about court proceedings. Its primary purpose is to protect the identities of those involved in the proceedings, such as children or incapacitated adults, where publication could cause harm, distress or a breach of privacy. ...

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View the related Flowcharts about Director

FLOWCHARTS
Removing a company director: step-by-step procedural flowchart for lawyers

Open or print a full-sized PDF copy:...

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FLOWCHARTS
Company director appointment process: steps, approvals and filings—flowchart

View or print a full-size PDF version:...

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View the related News about Director

NEWS
UK and Ireland employment law: weekly case law and regulatory updates, directors’ duties, worker status, AI recruitment, discrimination, maternity, FCA misconduct, data, fraud, tribunals, 7 November 2024

In this issue: Horizon scanning Directors Status and worker categories Cross-border, international and jurisdictional issues Recruitment Protected characteristics Prohibited Conduct (discrimination etc) Diversity and gender pay gap Maternity, parents and carers Financial services and banking: employment issues Data protection and employee information Bribery, modern slavery, tax evasion and fraud Employment Tribunals Scotland Ireland LexTalk®Employment: a Lexis®Nexis community Dates for your diary Trackers New Q&As Employment resources on Lexis+® Daily and weekly news alerts Horizon scanning BTC launches call for evidence on Employment Rights Bill The Business and Trade Committee (BTC) has opened its first request for evidence for a new inquiry into the Employment Rights Bill (ERB). The inquiry will collect written and oral submissions to steer the Bill’s subsequent passage through Parliament and to gauge whether it is set to meet its stated aims. Written evidence should be submitted by Friday...

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NEWS
HMRC reports high early pension withdrawals; insurer cautions on sustainability and advice gaps; FCA highlights inadequate UK retirement savings

HMRC figures released on 31 July 2024 reveal that 2.6 million individuals have to date taken a flexible pension payment, with 43% aged under 60 and 28% aged 64 or below. Just Group reported that nearly two-thirds of the £83bn drawn via flexible payments since pension freedom rules were introduced in 2015 has been taken by those under 65. Stephen Lowe, group communications director at the retirement savings firm, warned that savers should handle withdrawals carefully and with caution...

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NEWS
Fraudulent trading and misfeasance: director hid accounts, destroyed records; absence of records led to £2.5m restoration; s127 IA 1986 claim admitted (England and Wales)

Thiel-Czerwinke and another (joint liquidators of Courtside Recycling Ltd) v Crabb [2024] EWHC 337 (Ch) What are the practical implications of this case? This ruling underlines the uncompromising obligation on directors to maintain trading records, and accepts that discarding or failing to retain them was, on these facts, a constituent part of the director’s fraudulent design. It also clarifies that once office-holders demonstrate that company assets or cash were transferred to a director, the absence of documents showing that the funds or property were applied for the company’s advantage renders the director liable to repay the whole amount to the company. That outcome applies even though the judge did not doubt that Mr Crabb did in fact use some of the cash when making payments for Courtside... What was the background? Mr Crabb served as the Company’s sole director; the business dealt in scrap metal. For the trading periods from August 2014 to February 2018, the Company submitted VAT returns declaring sales, net of VAT, totalling...

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View the related Practice Notes about Director

PRACTICE NOTES
UK photographic copyright: scope, originality and infringement in Temple Island (Red Bus), the idea/expression boundary, digital manipulation, and implications for AI-generated images

The Red Bus case, Temple Island Collections v New English Teas, was determined in what was then the Patents County Court (PCC) in January 2012, and it engages with the scope and reach of photographic copyright. The judgment has been the focus of considerable discussion, alongside a degree of criticism, in particular, because it appears to call into doubt a cardinal proposition of copyright law: that there is no copyright in an idea. Temple Island therefore squarely addresses the ambit of copyright protection. Although the PCC (now known as the Intellectual Property Enterprise Court) was an 'inferior' forum whose decisions carried no binding force on higher courts, copyright disputes that proceed all the way to a full trial are comparatively uncommon, and for that reason this case has been notably influential. Factual background Temple Island Collections (TIC) specialises in the design, manufacture and supply of souvenir gift items bearing a British theme. In 2010, TIC commenced copyright infringement proceedings in the PCC against New English Teas (NET). NET...

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PRACTICE NOTES
UK Film and Television Law Glossary: Terms C–D—copyright, collecting societies, broadcasting, distribution

Film and TV glossary A–B Film and TV glossary E–H Film and TV glossary I–L Film and TV glossary M–P Film and TV glossary R–S Film and TV glossary T–W CAP Code for non-broadcast media The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code) serves as the principal framework governing non-broadcast adverts, promotional sales activity and direct marketing messages. It is drafted by the Committee on Advertising Practice (CAP), a self-regulatory body whose membership comprises organisations representing advertising, sales promotion, direct marketing and media industries. The Advertising Standards Authority (ASA) polices the CAP Code and may require the withdrawal or amendment of any advertisement that contravenes these standards. Refer to Practice Note: Advertising law and regulation. Channel 4 Channel 4 operates as a ‘publisher-broadcaster’: it produces no programmes internally, commissioning content from production companies across the UK. Cinematograph film Under the Copyright Act 1956 (CA 1956), films gained protection as...

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PRACTICE NOTES
UK competition authorities and sector regulators—abuse of dominance closed cases tracker (Article 102 TFEU/Chapter II CA98; 2013–present)

This table outlines completed CMA, OFT and sectoral regulator investigations from 2013 under Article 102 TFEU/Chapter II of the Competition Act 1998. Only publicly disclosed cases are included. For ongoing behavioural matters, see UK behavioural investigations—ongoing cases tracker. For appeals, see UK competition appeals—ongoing cases tracker. For completed Article 101 TFEU/Chapter I cases, see UK behavioural investigations under Article 101 TFEU/Chapter I Competition Act—closed cases tracker. For instances where the CMA has pursued director disqualification, see UK competition director disqualifications—cases tracker. 2025 Gas transportation — Scotia Gas Networks; Ofgem. Issue: alleged abuse of dominance. Commitments accepted—02/12/2025 Consultation on commitments launched—09/09/2025 Investigation opened—08/03/2024 Vifor Pharma (abuse of dominance) — Vifor Pharma; CMA. Issue: alleged abuse of dominance by making misleading claims about a rival iron treatment. Commitments accepted—23/05/2025 Consultation on commitments launched—10/12/2024 Investigation opened—31/01/2024 2024 ...

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View the related Precedents about Director

PRECEDENTS
Executive director service agreement (Scotland): comprehensive precedent with drafting options, covering remuneration, benefits, confidentiality, IP, garden leave, change of control, and post-termination restrictive covenants

This Agreement is executed on [ date ] Parties 1 [ Name of company ] , a company constituted in [ Scotland ] bearing registered number [ number ] with its registered office at [ address ] (the Company ); and 2 [ Name of employee ] , of [ address ] ( you )...

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PRECEDENTS
Precedent controlling shareholder relationship deed for LSE Main Market listed companies (England and Wales law)

STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 Major changes to the UK regime for public offers and admissions to trading took effect on 19 January 2026. The framework for securities offers and UK market admissions is now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The reforms aim to simplify capital raising and substantially lessen the circumstances in which a company must publish an FCA-approved prospectus for a further share issue. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note sets out the prospectus regime that applied before 19 January 2026...

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PRECEDENTS
Precedent: directors’ witness statement supporting application for investment bank special administration order (IBSAR 2011; Insolvency Act 1986) — England and Wales

Applicant: [ NAME OF WITNESS ] First witness statement; Dated: [ insert ] — Exhibit: [ XX1 ] — Court ref. no: [ INSERT COURT REF. NUMBER ] [ IN THE HIGH COURT OF JUSTICE ] Business and Property Courts [ of England and Wales ] [ in [ INSERT LOCATION ] ] [ Company & Insolvency List (ChD) ] Or [ in the County Court at [ INSERT LOCATION ] ] [ Business and Property Courts List ] Or [ in the High Court of Justice ] [ Chancery Division ] In the matter of [ INVESTMENT BANK NAME ]; in the matter of the Investment Bank Special Administration Regulations 2011; and in the matter of the Insolvency Act 1986 WITNESS STATEMENT OF [ WITNESS NAME ] I, [ witness name ], being a director [ and chairperson ] of [ investment bank name ] of [ investment bank address ], state as follows: I serve as [...

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View the related Q&As about Director

Q&As
Payroll-only daughter, shareholder director: employee or worker?

If a business claims to hire and remunerate an individual with a wage to reduce the tax burden of the business itself or a director/shareholder, while the individual in reality undertakes no work and supplies no services, this would appear to constitute tax evasion. Where a solicitor knows this is happening, they should adhere to the procedures prescribed in the firm’s policy on preventing the facilitation of tax evasion in such circumstances...

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Q&As
Can NEDs participate in UK statutory tax-advantaged share plans?

The general definition of ‘director’ is not exhaustive. Under the Companies Act 2006 (CA 2006), the term ‘director’ covers any person who holds the office of director, whatever title they go by. As a result, it spans both executive directors and non-executive directors (NEDs)...

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Q&As
Is a tax-related conviction a bar to being Authorising Officer?

Our Practice Note: Applying for a Workers and Temporary Workers sponsor licence: key personnel and representatives Our Practice Note sets out that a sponsor licence application can, and in some instances will, be declined or, where applicable, the licence later revoked, if any of the Authorising Officer, Key Contact, Level 1 user, or any owner, director or other individual involved in the day-to-day running of the organisation: has any unspent convictions relating to immigration offences or a number of listed serious offences in Part 1 of the Sponsor Guidance at Annex L4 (Part 1, para L4.3)—mandatory refusal of the application (Part 1 Annex L1(b)) and/or mandatory revocation of the licence (Part 3, Annex C1(b)) has previously been dishonest in their relationship with […] any other government department) […]—a licence application will normally be refused/existing licence will normally be ...

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View the related UK Parliament Acts about Director

UK PARLIAMENT ACTS
154 Companies required to have directors

154  Companies required to have directors(1)     A private company must have at least one director.(2)     A public company must have at least two directors.

UK PARLIAMENT ACTS
259 Transactions under foreign law

For the purposes of this Part it is immaterial whether the law that (apart from this Act) governs an arrangement or transaction is the law of the United Kingdom, or a part of it, or not.

UK PARLIAMENT ACTS
SCHEDULE 1 Connected Persons: References to an Interest in Shares or Debentures

(1)     The provisions of this Schedule have effect for the interpretation of references in sections 254 and 255 (directors connected with or controlling a body corporate) to an interest in shares or debentures.(2)     The provisions are expressed in relation to shares but apply to debentures as they apply to shares.