Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Director definition

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...

Directors’ liability protection under the Companies Act 2006: insurance, qualifying indemnities and ratification

Published by a LexisNexis Corporate expert

Practice notes

A Director of a Company that is limited by Shares may encounter a broad spectrum of liabilities arising directly or indirectly from their actions or omissions in the ordinary conduct of the company’s business and affairs, whether grounded in statute, contract, or tort, as applicable. The Companies Act 2006 (CA 2006) sets a general prohibition on excluding, restricting, limiting, or indemnifying directors for those liabilities (see the General rule against protection from liability). Nevertheless, statute recognises specific exceptions that permit directors to be protected against such liability by:

the company taking out and keeping insurance for its directors against liabilities (see Insurance)
the company granting qualifying indemnities to its directors in respect of certain liabilities (see Indemnities)

Shareholders can also relieve directors from liability by ratifying acts of misconduct, so long as the conduct is capable of ratification (see Ratification). For broader commentary on the different ways a director may obtain relief from liability that would otherwise fall upon them for breach of one of their duties or particular obligations, see: Relief from liability: Gore-Browne on Companies.

General rule against protection from liability

CA 2006, s 232 provides, among other things, that:

any provision that seeks to exempt a director...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Web page updated on 21/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...