Company secretary and director

[stubean]

I am a director of a limited company, I have a secretary - we have one share each. At the time of the potential error / ommission my ex partner was the company secretary-now it is my mother. If I were sucessfully sued for negligence (in tort) , would the secretary be personally liable. This presumes that the veil of incorporation was lifted in any judgement (is this likely).

 

[The Legal Mango Team]

Hi,

Its not particularly common for the corporate veil to be lifted, but it will depend on what the company / its directors are accused of. For example, the corporate veil can be lifted where the directors are accused of wrongful or fraudulent trading.

Whilst secretaries are officers of the company, it is usually the directors that are held personally liable where the corporate veil is lifted as they are responsible for the day to day running of the company. However, secretaries can be held jointly liable for fraudulent trading depending on their knowledge of / involvment with the offence.

We'd recommend that you take legal advice in relation to your position as it is impossible to advise without full knowledge of the facts.

We're not a firm of solicitors and the above is intended as general guidance only.

Hope this helps,

 

[stubean]

Thank you very much for your answer. So it is highly unlikely that a company secretary would be personally liable for a directors negligence in providing a service to a client?