06 March 2018

Directors' duties in Guernsey

Lawyers from our corporate practice have drafted this note, which provides a brief synopsis of the common law duties owed by directors of companies incorporated in the Island of Guernsey.

This note begins by summarising the common law duties owed by directors, before moving on to address the question of to whom such duties are owed. It then pauses to consider who can enforce a breach of directors' duties and to analyse the potential liabilities of directors to third parties, before finishing with a brief explanation of how the risks faced by directors can be mitigated.


  • What common law duties do directors owe?
  • The duty to act in good faith
    • the duty
    • breach
    • duty to the company alone
    • duty not to contravene statute / regulation
    • duty to comply with the articles
  • The own judgment duty
  • The no conflicts duty
  • The proper purposes duty
  • The duty of skill and care
    • the duty
    • breach
    • understanding of the company's business
    • delegation
    • reliance on others
  • To whom do directors owe their duties?
  • Who can enforce a breach of a director's duties?
  • Liabilities of directors for members personal claims / contracts / torts
  • Risk mitigation
    • qualifying third party indemnities
    • insurance
    • ratification
    • statutory relief

To read the briefing, please download the PDF on the right.

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