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Joshua
Joshua, Lawyer
Category: Law
Satisfied Customers: 26069
Experience:  LL.B (Hons), Higher Prof. Dip. Law & Practice
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UK Company Law . I am a Trustee and Director of a local charity

Resolved Question:

UK Company Law . I am a Trustee and Director of a local charity which has a Board of 10. Due to capacity issues, I have been asked to take on both the role of Honorary Treasurer - (we have an independent accounts who prepare our annual accounts) and also the role of Company Secretary. Can I do this or is there a conflict of interest. I receive no payment of any kind for these roles. Thank you
Submitted: 2 years ago.
Category: Law
Expert:  Joshua replied 2 years ago.
Hello and thank you for your question. I will be very pleased to assist you. I'm a practising lawyer in England with over 10 years experience. May I ask if you have identified any obvious areas of conflict that may arise from undertaking the two roles from your knowledge of the internal affairs of the company please? Is the company a registered charity?
Customer: replied 2 years ago.

To date I and other Board members have not identified any areas of conflict. These are totally voluntary positions. The role of Company Secretary came about because the Charity became a Company Ltd By Guarantee two years ago. It remains a registered charity

Expert:  Joshua replied 2 years ago.
Thank you. There is no statutory prohibition on your acting as both a company secretary and a director / treasurer. There are however a number of statutory and common law provisions which apply generally which with your permission I will set out below: The common law provides that a director must always act in what he honestly believes to be the best interests of the company. therefore, if you believe that acting in the dual capacity is not in the best interests of the company, whether you are right or wrong, you should not undertake the role. There are also a number of statutory provisions in the companies act which deal with conflicts of interest between a director and his own personal interests. s182 (1) Companies Act provides that a director must disclose any personal interest he has directly or indirectly in relation to the transaction or arrangement being considered or entered into by the company. s190 companies act requires that approval of the shareholders of the general meeting is obtained in respect of any transaction proposed whereby the company acquires property owned by the director or which the director has an interest personally. None of these issues would appear to apply to what is proposed and therefore less you can identify any reasons why you do not think acting in the dual capacity would be in the best interests of the company, therefore falling foul of the general common law provision set out above, there is no legal reason not to accept the appointment. Can I help you with anything else or has the above answered your questions satisfactorily?
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Customer: replied 2 years ago.

Thank you, ***** ***** is extremely helpful.

Expert:  Joshua replied 2 years ago.
A pleasure. If I can assist any further as the situation develops please do not hesitate to revert to me If you have no further questions for now I should be very grateful if you would kindly take a moment to rate my service to you today. Your feedback is important to me. If there is anything else I can help with please reply back to me though