Compliance Centre

Corporate governance

Who decides, how decisions are recorded, and the duties that attach to the people holding control.

EducationalCompliance topicLast reviewed 2026-08-14No named reviewer yet

What it covers

The scope of this area, in general terms.

Directors' duties, and the standard expected of a person exercising control of a company.
Board and shareholder decision-making, meetings, resolutions and minutes.
Conflicts of interest, related-party transactions and authority to bind the company.
Statutory filings and company officers, including company secretary requirements where they apply.

When it becomes relevant

Circumstances in which this area usually matters. This is not a test of whether an obligation applies to you — that depends on your specific situation and should be confirmed with the relevant authority.

The business is incorporated, however small.
There is more than one owner, or any external investor.
Directors also transact with the company personally or through other entities.
You are preparing for investment, a sale, or external scrutiny.

Good practice

Practices businesses commonly put in place. Educational, not prescriptive.

Hold decisions as decisions - minuted, dated and retained.
Declare conflicts, and record how a conflicted decision was handled.
Set out who may commit the company, and to what value.
Keep statutory filings and registers current as changes occur.
Separate the company's money and assets from the owners' absolutely.

Common gaps

How this area usually goes wrong — rarely through bad faith, and almost always through nobody owning it.

Decisions made in conversation and never recorded.
One director acting on matters that require the board or the shareholders.
Related-party dealings with no declaration and no record.
Registers and filings that stopped being updated after year one.

When to involve a lawyer

When to speak to a lawyer

A director's conduct, or a conflict, is in question.
Shareholders disagree, or a deadlock has formed.
You are preparing for investment or a sale.
The company is in financial difficulty and directors' duties are engaged.

Find a lawyer Describe your problem

What it covers

The scope of this area, in general terms.

Directors' duties, and the standard expected of a person exercising control of a company.
Board and shareholder decision-making, meetings, resolutions and minutes.
Conflicts of interest, related-party transactions and authority to bind the company.
Statutory filings and company officers, including company secretary requirements where they apply.

When it becomes relevant

The business is incorporated, however small.
There is more than one owner, or any external investor.
Directors also transact with the company personally or through other entities.
You are preparing for investment, a sale, or external scrutiny.

Good practice

Practices businesses commonly put in place. Educational, not prescriptive.

Hold decisions as decisions - minuted, dated and retained.
Declare conflicts, and record how a conflicted decision was handled.
Set out who may commit the company, and to what value.
Keep statutory filings and registers current as changes occur.
Separate the company's money and assets from the owners' absolutely.

Common gaps

How this area usually goes wrong — rarely through bad faith, and almost always through nobody owning it.

Decisions made in conversation and never recorded.
One director acting on matters that require the board or the shareholders.
Related-party dealings with no declaration and no record.
Registers and filings that stopped being updated after year one.

What it covers

When it becomes relevant

Good practice

Common gaps

When to involve a lawyer

Related across the platform

What it covers

When it becomes relevant

Good practice

Common gaps

When to involve a lawyer

Related across the platform