Responsibilities of company officers.
WHAT DUTIES TYPICALLY APPLY
To act in the company's best interests To exercise care, skill and diligence To avoid conflicts of interest To disclose interests in transactions Not to make secret profits
WHY THEY MATTER
Breach can produce personal liability.
WHAT DISCLOSURE REQUIRES
Declaring any interest in a transaction, recorded in the minutes.
WHAT COMMONLY GOES WRONG IN SMALL COMPANIES
Treating company funds as personal Transactions with related parties undisclosed Decisions taken without record
WHY THE FIRST MATTERS
The company is a separate person, and its money is not yours.
WHAT THAT AFFECTS
Tax treatment Liability Disputes with other shareholders
WHAT TO DO INSTEAD
Take remuneration and dividends properly, recorded.
WHAT PERSONAL LIABILITY CAN ARISE FROM
Failure to remit deducted taxes and contributions Trading while insolvent Fraudulent or reckless conduct Specific statutory obligations
WHY THE FIRST IS WORTH EMPHASISING
Deducted employee taxes and pension contributions are not the company's money.
WHAT TO ENSURE
That remittances are made, whatever else is short.
WHAT TO KEEP
Minutes recording decisions and disclosures.
WHAT TO TAKE ADVICE ON
Any situation where the company cannot meet its obligations.
