(1)The general duties specified in sections 171 to 177 are owed by a director of a company to the company.
(2)A person who ceases to be a director continues to be subject—
(a)to the duty in section 175 (duty to avoid conflicts of interest) as regards the exploitation of any property, information or opportunity of which he became aware at a time when he was a director, and
(b)to the duty in section 176 (duty not to accept benefits from third parties) as regards things done or omitted by him before he ceased to be a director.
To that extent those duties apply to a former director as to a director, subject to any necessary adaptations.
(3)The general duties are based on certain common law rules and equitable principles as they apply in relation to directors and have effect in place of those rules and principles as regards the duties owed to a company by a director.
(4)The general duties shall be interpreted and applied in the same way as common law rules or equitable principles, and regard shall be had to the corresponding common law rules and equitable principles in interpreting and applying the general duties.
(5)The general duties apply to a shadow director of a company where and to the extent that they are capable of so applying.
Cases considering section 170 (67)
[2026] UKSC 21 · 14 July 2026Interprets
The general duties, including section 172, are owed to the company as a legal person acting through its constitutional organs, rather than directly to shareholders (see paras [2]; [4]; [45]).
The general duties replace the corresponding common law rules and equitable principles as duties owed by directors to the company. Their codification did not discard the fiduciary foundations of those duties (see paras [4]; [41]; [59]).
The subsection mandates interpretation and application of the general duties in the same way as the corresponding common law and equitable principles. It therefore required good faith under section 172 to govern conduct as well as thought (see paras [4]; [56]; [59]).
[2025] UKSC 10 · 19 March 2025
The provision confirms that a former director remains subject to the duty concerning exploitation of property, information or opportunities learned of while in office. Lord Leggatt treated it as codifying the continuing common-law duty (see para [123]).
The provision confirms that the statutory general duties of directors are based on common-law rules and equitable principles. It supported the court’s use of section 175 as evidence of the underlying common law despite the statute not directly governing the appellants (see paras [110]; [325]).
The provision requires the statutory duties to be interpreted and applied consistently with the corresponding common-law and equitable principles. Lady Rose relied on this interaction when assessing the implications of judicially changing those principles (see para [325]).
[2022] UKSC 25 · 5 October 2022Interprets
The general duties of directors are owed to the company, not directly to shareholders or creditors (see paras [135]; [261]; [365]).
The statutory general duties replace the corresponding common law and equitable rules as duties owed by directors to their company (see paras [63]; [225]; [331]; [365]).
The statutory duties must be interpreted and applied consistently with corresponding common law and equitable principles. This maintains coherence between the creditor-interest rule and the other general duties (see paras [63]; [73]; [225]-[227]).
47 more judgments, and what each says about section 170, are in the
case-law panel in the full Act.
483.Section 170 provides that directors’ general duties are owed to the company rather than to individual members (or third parties such as employees or pressure groups). It follows that, as now, only the company can enforce them. There are three main ways in which the company can take legal action against a director (or, more usually, a former director) for breach of duty:
if the board of directors decides to commence proceedings;
if the liquidator or administrator following the commencement of a formal insolvency procedure such as liquidation or administration decides to commence proceedings;
through a derivative claim or action brought by one or more members to enforce a right which is vested not in himself but in the company.
483.This part of the Act is concerned with the third of these types of action.