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Directors' conflicts of interest

The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. must be careful if there's a risk that their personal interests might conflict with those of their A private company limited by shares incorporated and registered in England and Wales. ; this could happen if, for example, a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. became involved with a competitor or if the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. wanted to sell property to the A private company limited by shares incorporated and registered in England and Wales. . The key requirement for any The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. facing a conflict is to ensure their fellow The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. are aware of it; failing to do this is a A violation of a legal or moral obligation. of duty. This section outlines how to tell if there's a conflict, what the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. should do and how the A private company limited by shares incorporated and registered in England and Wales. should respond.

directors-appointment-and-responsibilities

Managing situational conflicts of interest

  1. 1.What situations cause a conflict of interest for a director?
  2. 2.What must a director do if they have a situation that causes a conflict of interest?
  3. 3.How does the board decide whether to authorise a fellow director's situational conflict of interest?
  4. 4.How do my company's shareholders decide how to handle a director's situational conflict of interest?

Managing transactional conflicts of interest

  1. 5.When will a director have a personal interest in a transaction or arrangement?
  2. 6.What must a director do if they have a personal interest in a transaction or arrangement?
  3. 7.How does a director declare a personal interest in a transaction or arrangement?
  4. 8.Can a director make a general declaration to cover their personal interests in all future transactions or arrangements with a particular person or company?
  5. 9.How does a director make a general declaration about personal interests?
  6. 10.What should a director do if the position changes after they have made a declaration about their personal interest in a transaction or arrangement?
  7. 11.How does the board deal with a director's transactional conflict of interest?
  8. 12.What should the board do if a director declares a conflict of interest in a transaction or arrangement that has already happened?

Specific conflicts of interest

  1. 13.Are directors permitted to accept gifts or hospitality?
  2. 14.When will accepting gifts or hospitality create a conflict of interest?
  3. 15.Is a director allowed to buy from or sell to their company?
  4. 16.Can a director's family, or another business they are involved with, buy from or sell to their company?
  5. 17.Is a director allowed to borrow money from their company?
  6. 18.Is a director's family member allowed to borrow money from their company?
  7. 19.Can one of my directors also be a director of other companies?
  8. 20.What should a sole director do if they have a conflict of interest?

Director's declaration of interest - general notice

Use this Director’s declaration of interest – general notice to declare a director’s personal interest in a transaction or arrangement your company is entering into. For example, the director might hold shares in a company that your business regularly does business with, or a director’s relative might be intending to work for your business. By completing this template notice, a director of your company notifies the board of their interest in a transaction or arrangement, and any future transactions or arrangements with the relevant person or company. This helps the board decide what to do about the director’s personal interest and make fully informed decisions. By declaring their interest correctly, the director fulfils their legal duty to the company. This notice is drafted for a company with model articles of association. If your company does not have the model articles, you will need to review your articles of association carefully as the director may be required to take different steps. You should also check any shareholders’ agreement in place.
£20 + VAT

Director's declaration of interest - notice in writing

This Director's declaration of interest - notice in writing can be used by a director of your company to make a written declaration of their personal interest in a transaction or arrangement that the company is entering into. Directors have a duty to declare such interests to allow their fellow directors to decide how best to proceed. It might also be referred to as a declaration of directors’ interests. A conflict of interest can arise if a director has a personal interest in a transaction or arrangement entered into by their company (called a transactional conflict). For example, the director might hold shares in a company that your business plans to enter into a contract with, or they may have a relative who is applying for a job at your company. If the other directors are not already aware of the interest, wherever possible, the director must make a declaration before the transaction or arrangement is entered into. This letter can be used to provide specific notice in writing to the other directors. This notice is drafted for a company with model articles of association. If your company does not have the model articles, you will need to review your articles of association to check if your director is required to take any different steps to declare their interest. You should also check any shareholders’ agreement in place.
£20 + VAT
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