A complete summary of all chapter handouts, lecture recordings and SGSs consolidated into clear and concise notes with worked examples. Contains everything you need to know for the Directors' Duties and Internal Disputes sections of the BPP BLP exam.
MA 3 and 5: Give directors power to manage the company.
S.170:
(1) Owed by director to the company.
(2) Ex-director bound by S.175 (conflict) and S.176 (third party benefit) even after termination.
(5) Duties also apply to shadow directors
S.171: Act within powers
S.172: Promote the success of the company for benefit of the members as a whole
S.173: Exercise independent judgement
S.174: Exercise reasonable care, skill and diligence
S.175: Avoid conflicts of interest ((3) – only applies if D is a D of both companies)
S.176: Not to accept benefits from third parties
S.177: Declare interest in proposed transaction
Remedies:
- Injunction
- Setting aside the transaction, restitution and account for profits
- Restoration of company property
- Damages (only remedy for S.174 reasonable care, skill and diligence)
Consequence:
- Termination of service contract under Company Directors Disqualification Act 1986
Public Disclosure
Disclosure of details of Directors and Secretaries
- S.162 (director) and S.275 (secretary): Must keep a register at registered office, notify of changes and
keep available for inspection by members without charge (others can charge fee).
- S.163(1) (director) S.277(1) (secretary): Particulars must include name, service address, country of
residence, nationality, occupation and date of birth for directors and name and address for secretaries.
o Previously had to use residential address and apply for confidentiality order from S of S to hide.
o S.165: D must provide their residential address to be kept on a separate, secure register.
- S.164 (director) and S.278(1) (secretary): If the director or secretary is a company then must record
corporate name and registered office.
- S.167 (director) and S.276 (secretary): Must notify of change in particulars within 14 days using forms:
o AP01 for appointment of D
o TM01 for termination of D
o CH01 for changes in details
Disclosure of benefits in Annual Accounts
- S.412: Must disclose remuneration: salaries, bonus, pension and compensation for loss of office,
applies to a connected person or company controlled by D.
- S.413: Must disclose details of advances / credits given or guarantees entered into by the company on
behalf of a D – applies to anyone who was a D during the financial year.
- S.423(1): Annual accounts must be sent to every member (can then remove if unhappy).
Disclosure of service contracts
- S.227: Wide definition of what constitutes a ‘service contract’ – any terms of appointment or services.
- S.228: Must keep copy of all service contracts (or written memoranda setting out terms if not in
writing) available for inspection and retain for at least 1 year after termination.
- S.229: Open to inspection by every member without charge and right to request copy for fee.
Disclosure of QTPIP and QPSIP in Director’s Report
The benefits of buying summaries with Stuvia:
Guaranteed quality through customer reviews
Stuvia customers have reviewed more than 700,000 summaries. This how you know that you are buying the best documents.
Quick and easy check-out
You can quickly pay through credit card for the summaries. There is no membership needed.
Focus on what matters
Your fellow students write the study notes themselves, which is why the documents are always reliable and up-to-date. This ensures you quickly get to the core!
Frequently asked questions
What do I get when I buy this document?
You get a PDF, available immediately after your purchase. The purchased document is accessible anytime, anywhere and indefinitely through your profile.
Satisfaction guarantee: how does it work?
Our satisfaction guarantee ensures that you always find a study document that suits you well. You fill out a form, and our customer service team takes care of the rest.
Who am I buying these notes from?
Stuvia is a marketplace, so you are not buying this document from us, but from seller lpc-bpp. Stuvia facilitates payment to the seller.
Will I be stuck with a subscription?
No, you only buy these notes for £3.49. You're not tied to anything after your purchase.
