Titles (director etc)

einarp · Nov 17, 2005

We are about to recruit a Managing Director for our company. Our solicitor is a bit vague about it and seems to suggest that you can't give managers any title you want in the UK (we're norwegian), due to English law.

We are not a UK company. We are a branch of a foreign company, and are registered as an FC company with the Company House.

We want the MD to be an MD. Does anyone know of any restrictions in use of titles, or can we hire this new person as a managing director, without being putting him or her down as a registered director??

Richard Conyard · Nov 17, 2005

I'm not too sure (so really shouldn't be answering I guess), but with a limited company there has to be a nominated MD and Secretary. Other directorships are up to the company.

Alpha · Nov 17, 2005

You can give managers any title that you want.

Many companies have people with the job title of directors even though they are not officially registered at companies house as such.

The only thing is that in law they can be held out as having the powers of directors to bind the company contractually so a company cannot get out of any contracts entered into on that technicality.

einarp · Nov 17, 2005

Alpha said:
The only thing is that in law they can be held out as having the powers of directors to bind the company contractually so a company cannot get out of any contracts entered into on that technicality.

Are you suggesting that if it says "director" on your employment contract and business card, the company has thus given the employee the right under English law to act as a director, even if the person is not registered as such?

Alpha · Nov 17, 2005

Are you suggesting that if it says "director" on your employment contract and business card, the company has thus given the employee the right under English law to act as a director, even if the person is not registered as such?

Yes

Ozzy · Nov 17, 2005

I know a bit late but I'll just reaffirm that what Alpha says is correct. Even without the title the same is applied by their role within the company, if someone is carrying out the role of a director in the company even if their title is "Tea Boy" they are deemed to hold the same powers and the company is thus held and bound by their actions.

small print: there has been cases where this has been overuled in court, its not totally clear cut.

Anonymous · Nov 20, 2005

following on from your discussion , can any body give me an expalnation of what powers a director has
and what duties should be expected of say a sales director for instance.

fugee seals

DuaneJackson · Nov 21, 2005

For a definition of the powers a director has, check with Companies House.

As for what should be expected of a Sales Director, this would be determined by your internal definitions and expectations. You'd expect him/her to do his job as you have prescribed it.

If you're looking for leverage against someone (just making assumptions based on one of your other posts), ie that they were negligible in their duties, then you'd have a hard time proving anything if there's no written description. Even if there is then I don't htink this route would help. Apologies if I am barking up the wrong tree!

bwglaw · Nov 25, 2005

I concur with the solicitor's advice.

Unless you wish to appoint the MD as a Director under the Companies Act 1985 (etc) you should avoid using MD or Director as a title because case law has shown that some person's can be 'shadow Directors' and therefore have other entitlements in law etc.

It makes good sense to appoint a UK MD as a Director in accordance with the Companies Act 1985 so that the Director has a vested interest in the business and will therefore protect the business in the absence of other Directors. Ideally, the UK MD will be clued up on how Ltd Companies work here.

I would be very wary of having a MD with powers equivalent to a Director who will have some control over any assets and funds you have in this country and does not have a vested interest.

einarp said:
We are about to recruit a Managing Director for our company. Our solicitor is a bit vague about it and seems to suggest that you can't give managers any title you want in the UK (we're norwegian), due to English law.

We are not a UK company. We are a branch of a foreign company, and are registered as an FC company with the Company House.

We want the MD to be an MD. Does anyone know of any restrictions in use of titles, or can we hire this new person as a managing director, without being putting him or her down as a registered director??

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Titles (director etc)

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