Directors’ concerns: who is (and who is not) a director?
The Companies (Jersey) Law 1991 sets out the meaning of ‘director’ in these terms: ‘director’ means a person occupying the position of director, by whatever name called.
It is a definition that is, paradoxically, both straightforward and circular and it raises issues that are difficult enough to need to have been considered by the Supreme Court in a recent case about a similar English law provision. They are issues that need to be thought about by anyone concerned with managing a company, not only from the perspective of the company (because it is required to keep a register of its directors and may be fined if it does not do so) but also personally because a person who acts as a director has duties and liabilities which come from being a director, even if they are not given the title of director.
One of the important effects of the definition of “director” set out in the Jersey Companies Law is that a company’s register of directors is not conclusive evidence as to whether a person is, or is not, a director. A company is required to record in a register details of all of its directors but if a person is not named on the register of directors, that does not mean that they are not a director, only that the company is in default and liable to be fined for having an incomplete register if that person is, in fact, a director. The position in this regard is different from the register of members of a company because the definition of a member for the purposes of the Jersey Companies Law is a person who has agreed to become a member of a company and whose name is entered on the register. In other words, you cannot be a member of a company unless your name has been included on the register of members but you can be a director even if you are not on the register of directors…
If you are registered and logged in to the site, click on the link below to read the rest of the Mourant Ozannes briefing. If not, please register or sign in with your details below.
News from Mourant Ozannes
Briefings from Mourant Ozannes
Sandra Duerden from Mourant Ozannes has written a chapter focusing on Guernsey for the Getting the Deal Through: Right of Publicity publication.
This briefing from Mourant Ozannes focuses on the Hastings-Bass principle in Jersey.