Q. What are my duties as a director of a company?
A: Directors’ duties are now set down in the Companies Act 2006 (the “Act”). The Act replaces common law fiduciary duties with a statutory statement of the main general duties owed to the Company. The seven new general duties are as follows:
- Duty to act within powers (Section 171);
- Duty to promote the success of the Company (Section 172);
- Duty to exercise independent judgement (Section 173);
- Duty to exercise reasonable care, skill and diligence (Section 174);
- Duty to avoid conflicts of interest (Section 175);
- Duty not to accept benefits from third parties (Section 176); and
- Duty to declare interest in proposed transactions or arrangements with the Company (Section 177).
The above is not a definitive list of all the duties that a director owes to a company, as there are a number of other responsibilities relating to the delivery of accounts and issues relating to insolvency, which are covered by other sections of the Act or by other legislation.
Q. What information should I have on my company’s website and e-mails?
A: Compliance with the Companies Act 2006 now requires that the following information must appear on company websites and in e-mails:
- The company name (this might differ from the trading name, in which case the difference should be made clear);
- The company’s registered office address (which must be a geographical address, not a PO Box);
- The company’s registration number and country of registration;
- An e-mail address where the company can be contacted (requirement not necessary for e-mails);
- If the company is a member of a trade or professional association, membership details, including any registration number (requirement not necessary for e-mails).
It is also recommended (although not a requirement) that if the business has a VAT number, it is also stated.
The information must be clear and easily accessible. However, for a website, it does not need to appear on every page; for example, the information can be included on an “about us” or “legal” page. For e-mails, the information can be contained in a footer.
Q. What is an EPC and does it apply to my Company?
A: An EPC is a document which sets out a building’s energy rating. That rating will be based on the performance potential of the building itself, i.e. its fabric and its services such as heating, ventilation and lighting and will range from A to G with A being very efficient and G being very inefficient.
Almost all commercial buildings require one in the following circumstances:
|New builds||Building Contractor|
|Sale of freehold||Freehold seller|
|Buildings to be let||Landlord|
|Assignment of a Lease||Assignor|
|Lease of a building being sub-let||Outgoing tenant|
Q. I have a contract that I need advice on, can you help?
A: Our commercial team have a wide range of experience in reviewing, drafting and negotiating contracts of all nature. We can assist you to protect your interests and protect you from liabilities by amending a contract to suit your needs. We can also draft bespoke contracts to suit your needs.
Q. How do I remove a director?
A: In order to remove a director, you will need to serve a special notice to hold an extraordinary general meeting with the members at which an ordinary resolution will be considered to remove the director. The director concerned is entitled to make representations in writing to the company and to request notification of such representations to each and every member to whom notice of the meeting is sent. That director will need to forward those written representations to the company secretary in good time for the copies to be sent out to the members. At the extraordinary members meeting, there will be a vote following the director’s representations to the meeting as to whether the director should be removed. You should note that if the director is removed by ordinary resolution of the members, the director may well have an employment claim. Therefore, you should seek the advice of our employment team in this respect.
Q. I have a dispute with a supplier which needs resolving. Can you help?
A: We have an experienced dispute resolution team who can assist with your matter. Please refer to our dispute resolution team.
Q. What are my obligations under the Data Protection Act 1998?
A: We have a “guide to notifications under the Data Protection Act 1998” in our helpful downloads section.