Management and control of companies 303First, it is a criminal offence for an undischarged bankrupt to be concerned in the
management of a company, without permission from the court which made the bankruptcy
order. So bankrupts are disqualified.
A separate matter is that a person may be made the subject of a disqualification order,
made under the Company Directors Disqualification Act 1986. A person who has been
disqualified may not take part in the management of a company, or promote a company, or
act as an insolvency practitioner. Not only is it a criminal offence to ignore such an order,
but a person who does ignore it can be made personally liable for all debts and liabilities
incurred while acting in contravention.
Disqualification orders may be made on the following grounds:
(i) Conviction of serious offences in connection with a company.
(ii) Persistently not sending documents which have to be filed with the Registrar of
Companies.
(iii) Fraud or breach of duty committed while an officer of a company which has become
insolvent.
(iv) Conduct in relation to an insolvent company which makes a person unfit to be con-
cerned with the management of a company.
(v) If the Trade Secretary concludes from an inspector’s report that a person’s conduct
makes him unfit to be concerned in the management of a company, or that a
disqualification order should be made in the public interest.
(vi) If the person has been held by a court to be responsible to contribute to the assets of a
liquidated company on the grounds of either fraudulent or wrongful trading, both of
which are considered at the end of this chapter.
A register of disqualification orders is kept at Companies House and members of the
public may inspect this free of charge.
The register of directors
Section 162(1) of the Act requires every company to keep a register of its directors. The
register must give the following information about each director who is an individual:
(a) his full name and any former name;
(b) a service address, that is to say an address at which documents may be effectively
served on him;
(c) the country or state (or part of the UK, England, Scotland, etc.) in which he is usually
resident;
(d) his nationality;
(e) his business occupation (if any); and
(f ) his date of birth.
Section 163(5) allows the service address to be stated to be ‘The company’s registered office’.
However, the company must also keep a register of directors’ residential addresses.
The register of directors must be kept available for inspection at the company’s registered
office or at another place notified to the Registrar of Companies. The members of the
company are entitled to inspect the register of directors free of charge. Non-members are
entitled to inspect it upon payment of a small fee. The Registrar of Companies must be
informed of any change in the register within 14 days.