Category: Director’s Duties

Directors Duties in the Zone of Insolvency (Sequana)

Directors’ Duties in the Zone of Insolvency (Sequana)

BTI 2014 LLC v Sequana SA [2022] UKSC 25 reshaped directors’ duties in the zone of insolvency. The Supreme Court confirmed the common law creditor duty as a modification of s.172 Companies Act 2006 and clarified the trigger: the company must be insolvent, bordering on insolvency, or facing probable insolvent liquidation or administration. Our specialist insolvency solicitors advise directors on Sequana compliance, personal-liability exposure, and defending record BHS-style claims for wrongful trading and misfeasance. This article explains the ruling, the sliding scale of creditor-shareholder interests, and the practical steps directors should take now.

Supreme Court Raises the Bar for Directors’ Good Faith Duty

In a significant July 2026 ruling, the Supreme Court has confirmed that a director’s duty to act in good faith under section 172 of the Companies Act contains an objective element. A director who covertly pursues his own preferred outcome while misleading the board breaches his fiduciary duty, even where his motives are sincere.

Company directors reviewing a personal guarantee agreement after corporate default in a professional office setting

Directors’ Personal Guarantees: What Happens When a Corporate Debtor Defaults?

When a company defaults, directors who have signed personal guarantees may face direct personal enforcement. This guide explains how personal guarantees operate under UK law, when liability arises, how creditors pursue guarantors, and what legal options may be available to protect personal assets.

Sections 235 and 236 Insolvency Act 1986: Directors’ Duties to Co-operate with Liquidators

Sections 235 and 236 of the Insolvency Act 1986 impose powerful duties on company directors, officers, employees, and even third parties to co-operate with insolvency office-holders such as liquidators and administrators. Failure to assist properly during liquidation, administration, or bankruptcy can result in personal sanctions, court orders, fines, and even director disqualification.

Personal Liability Notices (PLNs) Guide 2026: What Directors Need to Know

Personal Liability Notices (PLNs) are a powerful HMRC enforcement mechanism that can make company directors and officers personally liable for unpaid corporate tax debts, including PAYE, National Insurance Contributions, VAT, and CIS. In 2026, PLNs are increasingly used in insolvency and enforcement scenarios, placing directors’ personal assets and professional futures at direct risk.