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Key definition
Directors definition

What does Directors mean? directors are the individuals who, acting as the company’s board, manage the company’s business and make decisions for it. They set strategy, authorise significant transactions and oversee compliance, often delegating day-to-day operations to executives but retaining ultimate responsibility. In England & Wales, Scotland and Northern Ireland, the Companies Act 2006 defines a director broadly to include anyone occupying the position (including de facto and shadow directors). Ireland’s Companies Act 2014 adopts a similar definition. Directors act collectively through board meetings or written resolutions and may bind the company within their actual or apparent authority. Key legal features include statutory and fiduciary...

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Directors’ disqualification in England and Wales: criminal court orders under CDDA 1986, sentencing guidelines and factors, civil alternatives, and breach offences

Practice notes
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Director disqualification orders

A disqualification order is imposed to safeguard the public from individuals who, through Dishonesty, naivety or incompetence, misuse their role and status as a director. In England and Wales, the criminal courts may impose a director disqualification order under the Company Directors Disqualification Act 1986 (CDDA 1986) where:

  • an offender has been convicted of an indictable offence, tried either on Indictment or summarily, in connection with the promotion, formation, management, Liquidation or striking off of a company; or
  • an offender has been convicted of an offence involving a failure to file documents with, or give notice to, the registrar of companies and has also been the subject of three default orders or convictions in the preceding five years.

Practitioners should therefore refer to the Sentencing Council’s offence specific guidelines, which set out when a director disqualification order may follow conviction. These guidelines offer a concise summary of the circumstances in which an order can be made, the duration for which it can apply and the effect of the order. Those who become subject to a directors disqualification order must not, without the court’s leave, be:...

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Web page updated on 21/05/2026

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