legal questions
What is the difference in liability between company directors and secretaries in the UK?
Directors in the UK face significant personal liability. They are legally required to manage the company responsibly, making decisions with care, avoiding conflicts of interest, and always acting in the company's best interest. If they fail to do so, they can be held personally accountable, especially if they breach fiduciary duties or allow the company to trade while insolvent.
On the other hand, company secretaries generally face less liability. Their role includes tasks like signing official documents and filing forms with Companies House. Although they might have powers similar to directors, they don't usually carry the same heavy duties. They can, however, be penalised for not filing necessary documents with Companies House or for fraudulent activities.
For both roles, it's crucial to check the company's constitution or shareholders' agreement. Sometimes, these documents specify extra duties or liabilities.
And a side note: in smaller UK companies, it's not uncommon for one person to be both the director and the company secretary. This means they'd take on responsibilities—and potential liabilities—of both roles.
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