Directors and their general duties

Who is a director?

The Companies Act 2006 (CA2006) defines a "director" to include any person occupying the position of director, by whatever name called (section 250 CA2006).A person who is formally appointed as a director will be a director. In addition, someone who is acting as a director without having been formally appointed (called a de facto director) will also, generally, come within this definition.

Are there any qualifications for being a director?

Currently both companies and individuals can be directors

There are very few circumstances in which a person may not be appointed as a director:

• the person must not have been disqualified by a court from acting as a company director (unless a court has given him or her permission in relation to a particular company);
• the person must not be an undischarged bankrupt (except with leave of the court);
• the person must not be under the age of 16;
• a company must have at least one director who is a natural person; and
• a company's articles may set requirements. For example, a director may be required to hold a certain number of the company's shares.

The Government intends to introduce a prohibition on appointing corporate directors. It has not yet announced the expected date nor has it published the limited exceptions.

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