Officers and Members of Company in UK Law

Leading Cases
  • Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
    • House of Lords
    • 03 May 1972

    The words are a recognition of the fact that a limited company is more than a mere judicial entity, with a personality in law of its own: that there is room in company law for recognition of the fact that behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se which are not necessarily submerged in the company structure.

  • Tesco Supermarkets Ltd v Nattrass
    • House of Lords
    • 31 March 1971

    A corporation has none of these: it must act through living persons, though not always one or the same person. Then the person who acts is not speaking or acting for the company. He is acting as the company and his mind which directs his acts is the mind of the company. He is an embodiment of the company or, one could say, he hears and speaks through the persona of the company, within his appropriate sphere, and his mind is the mind of the company.

    Normally the Board of Directors, the Managing Director and perhaps other superior officers of a company carry out the functions of management and speak and act as the company. But the Board of Directors may delegate some part of their functions of management giving to their delegate full discretion to act independently of instructions from them.

  • Stone and Rolls Ltd ((in Liquidation)) v Moore Stephens (A Firm)
    • House of Lords
    • 30 July 2009

    Though not essential to my reasoning, I also consider that the principle established in In re Hampshire Land Company, Belmont Finance and Attorney General's Reference (No 2 of 1982) points towards the same result It prevents a company being treated as party to a fraud committed by its officers "on" or "against" the company, at least in the context of claims by the company for redress for offences committed against the company: Belmont Finance, 261D-H, per Buckley LJ, and 271F-G, per Goff LJ, and Attorney General's Reference (No 2 of 1982), p.640A-B, per Kerr LJ; and see Edwards Karwacki Smith & Co. Pty. Ltd. v Jacka Nominees Pty. Ltd. (1994) 15 ACSR 502, 515-517.

    Mr Sumption submits that the principle has no present relevance for two reasons. The first is based on its original rationale: that, since an agent deceiving a company will not disclose his own fraud to the company, the company cannot be imputed with knowledge of or treated as party to the fraud.

  • Morris v Kanssen, sub nom Kanssen v Rialto (West End) Ltd
    • House of Lords
    • 22 March 1946

    The wheels of business will not go smoothly round unless it may be assumed that that is in order which appears to be in order. It is a rule designed for the protection of those who are entitled to assume, just because they cannot know, that the person with whom they deal has the authority which he claims. This is clearly shown by the fact that the rule cannot be invoked if the condition is no longer satisfied, that is, if he who would invoke it is put upon his enquiry.

  • Caparo Industries Plc v Dickman
    • House of Lords
    • 08 February 1990

    What emerges is that, in addition to the foreseeability of damage, necessary ingredients in any situation giving rise to a duty of care are that there should exist between the party owing the duty and the party to whom it is owed a relationship characterised by the law as one of "proximity" or "neighbourhood" and that the situation should be one in which the court considers it fair, just and reasonable that the law should impose a duty of a given scope upon the one party for the benefit of the other.

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Legislation
  • Insolvency Act 1986
    • UK Non-devolved
    • January 01, 1986
    ... ... to consolidate the enactments relating to company insolvency and winding up (including the winding ... harmed the interests of its creditors or members generally or of some part of its creditors or ... A48: Prosecution of delinquent officers of company ... (1) This section applies where a ... ...
  • Companies Act 1948
    • UK Non-devolved
    • January 01, 1948
    ... ... Mode of forming incorporated company. 1 Mode of forming incorporated company ... ) a company having the liability of its members limited ... by the memorandum to the amount, if ... officers and servants ... Power to close register. 115 ... ...
  • Insolvency Act 1985
    • UK Non-devolved
    • January 01, 1985
    ... ... 12–14, 16, 18, 108(2) repealed by Company Directors Disqualification Act 1986 (c. 46, SIF ... ...
  • Finance Act 2022
    • UK Non-devolved
    • January 01, 2022
    ... ... of this section deal with a case where a company" has an accounting period (a “straddling period\xE2\x80" ... (5) (whether or not other persons may be members of such a scheme) , or(b) is established solely ... who is, or is a member of a class of officers who are, authorised by the Commissioners for the ... ...
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Books & Journal Articles
  • Who is Running British Manufacturing?
    • No. 92-6, June 1992
    • Industrial Management & Data Systems
    • 13-16
    Reviews the “qualifications” of the main board directors in 55 of the UK′s largest manufacturing companies. Examines the performance of these companies to determine whether there is any possible as...
    ... ... by better qualified chief executive officers tend to be more profitable. For over a decade, ... profiles of their existing "top team" members and company profitability. The UK Economy in 1991 ... ...
  • Limited liability partnerships regulations 2001 (SI 2001/1090), extracts
    • Appendices
    • Law of Insolvent Partnerships and Limited Liability Partnerships
    • Elspeth Berry/Rebecca Parry
    • 615-643
    ... ... 4 MEMBERS ... … (2) Any other person may become a ... PART II ... MODIFICATIONS TO THE COMPANY DIRECTORS DISQUALIFICATION ACT 1986 ... Part ... Section 218 (prosecution of delinquent officers and members of company) ... subsection (1) For ... ...
  • Valuing intellectual capital of innovative start‐ups
    • No. 12-2, April 2011
    • Journal of Intellectual Capital
    • 179-201
    Purpose: The main purpose of this study is to contribute to the theory of intellectual capital (IC) with the new IC valuation method based on the economic value added (EVA®) concept as well as to p...
    ... ... calculating fair share of an innovative company’sshareholdings. The method reflects the risk ... and their graphical representation, hence,members of the IC community who seek more practical ... ...
  • Money-laundering: Martin Nimmo explains the position of trust and company service providers under the UK Money Laundering Regulations 2007.
    • No. 2008, November 2008
    • Financial Management (UK)
    • Nimmo, Martin
    • Technical matters
    ... ... Members in practice have already been told that, unless they have arranged to be ... that match directors or secretaries to companies seeking such officers may also have to consider registering ... The largest group of CIMA ... ...
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Law Firm Commentaries
  • Tribunal Awards India First BIT Case Win, Dismissing Claims Of French Investor
    • Mondaq UK
    ... ... Following the alleged armed kidnapping of company officers and members of an officer's family, the ... ...
  • Guest Post: Stronger UK Pensions Regulator: Risks for Directors and Officers
    • LexBlog United Kingdom
    In the following guest post, Tristan Hall, Andrew Milne, and Emma Boulding of the CMS Cameron McKenna Nabarro Olswang LLP law firm take a look at the increased risks to directors and officers in th...
    ... ... Regulator and new sanctions for non-compliant activities by company directors. Amongst the key proposals are the introduction of the ... account for 1.5 trillion assets and around 10.5 million scheme members in the UK, with scheme payments predicted to peak around 2020 to 2030. It ... ...
  • Modern slavery directors personally liable for employee exploitation
    • JD Supra United Kingdom
    The High Court has held a company’s officers personally, jointly and severally liable to its employees as victims of modern slavery. The officers had deliberately and systematically utilised coerci...
    ...​The High Court has held a company’s officers personally, jointly and severally ... of a company for the benefit of its members as a whole and to exercise reasonable care, skill ... ...
  • Data Protection Officers Must Not Have A Conflict Of Interest – Part 2
    • Mondaq UK
    ... ... Companies may choose to appoint an employee of the company as an internal DPO or a professional data privacy advisor as an external ... the position in its recent activity report (German only) that members of the legal department may in certain cases have a conflict of interest ... ...
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