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Companies Act 2006

Consequences of breach

321.Section 178 preserves the existing civil consequences of breach (or threatened breach) of any of the general duties. The remedies for breach of the general duties will be exactly the same as those that are currently available following a breach of the equitable principles and common law rules that the general duties replace.

322.Subsection (2) of that section makes it clear that the duties are enforceable in the same way as any other fiduciary duty owed to a company by its directors (except for the duty to exercise reasonable care, skill and diligence, which is not considered to be a fiduciary duty). In the case of fiduciary duties the consequences of breach may include:

  • damages or compensation where the company has suffered loss;

  • restoration of the company’s property;

  • an account of profits made by the director; and

  • rescission of a contract where the director failed to disclose an interest.

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