Legal Advice for Company Directors

Whether you need guidance on your legal obligations, strategies for risk management or targeted support during insolvency proceedings, JMW offers legal advice for company directors and boards that can deliver on your business objectives and protect your company's reputation.

Being a company director is fraught with risk and complexity, particularly when a company is in financial difficulty. JMW's professional advice can help organisations to mitigate risks including personal liability for directors for debts or losses to the company, and criminal prosecutions. We offer strategic guidance on corporate governance and the responsibilities of key stakeholders during crisis periods such as shareholder disputes, leadership breakdowns, regulatory investigations, and serious health and safety incidents.

Our team provides practical legal support to help directors and boards across the UK to understand their position, comply with obligations to the law and a company's constitution, and protect their interests during a range of situations, including risk exposure, personal liability, action brought by liquidators or regulators, and director disqualification.

Call us today on 0345 872 6666 or complete our online enquiry form to arrange a confidential consultation.

How JMW Can Help

Whether you need help responding to active litigation or are looking to reduce exposure before issues escalate, JMW provides practical advice aligned with your organisation's goals and the specific responsibilities of key stakeholders. Our legal guidance is clear, commercially focused and tailored to the realities directors face when things go wrong, while minimising any disruption to your company's operations.

Our experienced team has supported directors under pressure from HMRC, challenged personal guarantees, defended misfeasance and wrongful trading claims, and handled serious boardroom disputes. JMW's range of experience and strong track record of success means we can quickly assess your exposure and put forward realistic, expert advice grounded in technical knowledge, awareness of specific industry regulations, and a clear understanding of your desired outcomes.

As a full-service law firm, JMW can offer services related not only to corporate law, but also other key areas like insolvency, tax, litigation and employment. We act quickly to minimise potential personal liability, advise directors on their need to exercise reasonable care and independent judgment, and apply our expertise to your commercial objectives.

Meet the Team

JMW’s expert restructuring and insolvency solicitors support boards of directors across the UK, and represent companies of all sizes during periods of financial crisis. Our track record of successful outcomes and experience working across a range of industries informs our approach to delivering practical commercial advice.

What Corporate Law Matters Does JMW Deal With?

As a company director, seeking professional advice at an early stage can help to anticipate and prevent legal concerns or compliance failures, and deliver the best possible outcome from any crisis. JMW can review business conduct, identify areas where high standards are not being met and offer risk management advice to support compliance and avoid legal challenges.

When company directors believe a crisis period is unavoidable, they should contact JMW at their earliest opportunity. Our team of experienced corporate lawyers has extensive experience supporting boards of directors across a wide range of matters, including:

• Company insolvency: we can explain how your duties change in financial distress and guide you on managing creditor interests, avoiding personal claims and complying with the law.
• Boardroom disputes: support for directors in internal disputes, including shareholder disagreements, exclusion from management and deadlock.
• Guarantee and indemnity claims: our solicitors will establish your liabilities under personal guarantees and advise on negotiation or defence strategies.
• Liability for debts: advice for former directors on restrictions following liquidation and helping directors comply with naming rules, including reuse of a company name and dealings with Companies House, to avoid liability.
• Breach of duty claims: we defend directors accused of failing to meet their statutory or fiduciary duties.
• Director loan accounts: legal assistance for directors in disputes over overdrawn loan accounts, especially in insolvency.
• Fraud claims: advice and representation in cases involving allegations of fraud or dishonesty.
• Criminal prosecutions: defending directors facing criminal allegations relating to the management or running of a company.

It is important to contact a solicitor at the first sign of crisis, whether that means cash flow problems or a planned retirement by one or more company directors. If your organisation is experiencing cash flow problems, facing demands for payment, receiving contact from a liquidator or administrator, or experiencing internal conflict like deadlocks or disagreement over business direction, we can help.

Similarly, JMW assists with allegations of unfit conduct, breach of duty or improper trading, which could be followed by criminal proceedings against individual directors.

When Should a Board of Directors Seek Professional Advice?

A board should seek legal advice whenever its decisions carry heightened legal, financial or regulatory exposure. This often includes cases where directors’ statutory duties under the Companies Act 2006 may be tested, the business will face operational or reputational risk, or where governance decisions could affect shareholders, creditors or regulators. This may be necessary in any of the following scenarios:

Financial distress

Legal advice is often required when the company enters a period where insolvency could reasonably be anticipated. Declining liquidity, breach of banking covenants, or pressure from creditors could all mean that directors’ duties shift from shareholders’ interests to the interests of creditors. Our advice helps directors to understand how to minimise loss to creditors and avoid personal liability.

Regulatory or compliance risk

Any investigation, notice, or warning from a regulator such as the Financial Conduct Authority, Health and Safety Executive, Information Commissioner’s Office (ICO), Environment Agency, or Competition and Markets Authority should prompt you to seek legal advice.

Data breaches

A serious data breach will require immediate advice due to obligations under the Data Protection Act 2018. Boards need to understand notification requirements, litigation risk, the potential for an ICO investigation, and the steps they must take to protect the organisation and affected individuals.

Shareholder disputes and governance issues

Conflicts between shareholders, removal of directors, disagreements about company direction, or allegations of breaches of fiduciary duties often require legal guidance to safeguard the board’s position and align decisions with the law and the company's articles of association.

Whistleblowing regarding internal misconduct

Allegations of fraud, harassment, bribery, financial irregularities, or breaches of internal policies can expose directors to risk if not properly handled by an experienced solicitor.

JMW can support organisations when company directors' duties change under the law, and advise key stakeholders (including non-executive directors and, in some cases, former directors) who may be concerned with developments. With our legal guidance, organisations are in the best possible position to recover from difficulties and move forward.

What Are the Possible Outcomes for Directors?

In periods of financial difficulty or operational disruption, directors are expected to exercise independent judgment and act in the best interests of the company and its creditors. Failing to do so may lead to investigations, personal claims and even disqualification for individual directors, and can have broader consequences for the board and the business.

Claims from liquidators can lead to legal action against company directors for misfeasance, wrongful trading or breach of duty, especially in the lead-up to administration or liquidation. They may also be disqualified from acting as a director or being involved in the management of a company for up to 15 years if they are found to have acted improperly. Criminal or regulatory action may include allegations of fraud, false accounting or serious breaches of company law, all of which can lead to fines, prosecution or even custodial sentences.

These risks are often manageable and can sometimes be avoided entirely with early legal advice. JMW's expert corporate lawyers support businesses to manage crises and uphold their legal responsibilities, which can minimise any risk to individual directors and deliver the best possible outcome.