Company directors in Bradford should take their responsibilities more seriously, a legal expert says.
Susan Clark, a partner and corporate lawyer at Last Cawthra Feather, says directors of Equitable Life and Marconi recently discovered how such responsibilities can come back to haunt you.
She said: "The extent of directors' duties and the need to take them seriously was highlighted by the recent case of Equitable Life, which is suing 15 former directors for £3 billion over their role in the collapse of the company.
"Individuals often make the decision to do business through a limited company as it protects them from liability.
"It's not true that a director's liability is limited. If a company continues to trade while insolvent with no prospect of turning things round, after liquidation directors can be made personally responsible to the creditors.
"Well informed directors are aware that wrongful trading may make them liable. There are many other duties and responsibilities which may prove to be just as onerous.
"Even where there is no insolvency, the officers of the company, which would include the company secretary, may find themselves personally liable for unpaid NI contributions if failure to pay is attributable to neglect."
There is no precise definition of neglect, but under the Taxes Act this could include simple or inadvertent errors. Similar rules apply to employee pension scheme contributors and VAT.
Susan says a high profile area of responsibility is for compliance with health and safety legislation, due to the potential for the criminal prosecution of directors.
She added: "There are many other responsibilities of directors - civil, criminal or contractual - which if not met could lead to their being sued, fined or imprisoned.
"Executive directors are employed by the company to carry out duties under an employment contract. Breach of those contractual duties can give rise to personal liability, as can the negligence of any director.
"Directors have general fiduciary duties - the director must act in good faith in the best interest of the company. The director is obliged to disclose any interest he or she has in any business being conducted and is not entitled to make a secret profit."
While most Articles of Association - rules of the company - now allow the director to vote even if he has an interest in the matter being considered, Susan said his overriding duty is to act in the best interest of the company.
"The fiduciary duties of a director who also wears several other hats can give rise to great difficulty," she said.
"The directors of a company must carry out their duties with reasonable skill and care. These duties are constantly being expanded by statute regulation and case law. It is the duty of all directors to ensure that they keep up to date with changes that will affect their position."
Comments: Our rules
We want our comments to be a lively and valuable part of our community - a place where readers can debate and engage with the most important local issues. The ability to comment on our stories is a privilege, not a right, however, and that privilege may be withdrawn if it is abused or misused.
Please report any comments that break our rules.
Read the rules hereComments are closed on this article