Jurisdiction(s):
United Kingdom

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...

UNCITRAL guidance on directors’ duties in enterprise groups approaching insolvency: managing conflicts, creditor interests and facilitating group reorganisations

Published by a LexisNexis Restructuring & Insolvency expert

Practice notes

Text on obligations of Directors of enterprise group companies in the period approaching Insolvency: status

Working Group V, UNCITRAL’s insolvency-focused body, approved the Model Law on Enterprise Group Insolvency (MLEG) in 2018 at its 54th session in Vienna (10–14 December 2018). In 2019, the UN Commission on International Trade Law (the Commission) endorsed and adopted both the guide to enactment and the text on the obligations of directors of enterprise group companies nearing insolvency (the Directors’ Guide) at its 53rd session in New York (6–17 July 2019) (see A/74/17—Report of The United Nations Commission on International Trade Law fifty-second session (advance copy)). The Directors’ Guide adds an extra section to part four of the UNCITRAL Legislative Guide on Insolvency law, covering directors’ duties (see Practice Note: UNCITRAL guidance on directors' obligations in the period approaching insolvency). UNCITRAL encourages all states worldwide to consult the Legislative Guide when drafting or updating insolvency-related legislation. Although not automatically binding, these recommendations reflect best practice...

Geographical reach

The Directors’ Guide could, in principle, have global application, dependent on where it is taken up and implemented (see Practice Note: UNCITRAL)...

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Web page updated on 22/05/2026

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