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Part III The General Duties of Directors, 11 Duty to Act Within Powers

Marcus Haywood

From: Company Directors: Duties, Liabilities, and Remedies (4th Edition)

Edited By: Mark Arnold KC, Simon Mortimore KC

From: Oxford Legal Research Library (http://olrl.ouplaw.com). (c) Oxford University Press, 2023. All Rights Reserved.date: 23 July 2024

Approved person — Conduct of business regulation — Controlled activities — Regulated persons — Statutory duty

This chapter focuses on the director's duty to act within powers. It cites the director’s overriding duty of obedience to the constitution. Directors will breach their duty if they cause the company to do something beyond its powers or if he fails to comply with the company’s internal regulations. The Companies Act 2006 Act codifies the director’s duty to comply with the company’s constitution to the extent that if directors exceed their constitutional power in breach of s 171(a), they will be liable accordingly. The chapter clarifies the directors' duty to only exercise powers for the purposes for which they are conferred.

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