Corporate Governance is the system of rules, responsibilities and decision-making processes used to direct and control a company. Our corporate governance lawyers advise directors, founders, shareholders, investors and owner-managed businesses across England and Wales.
We provide advice on directors’ duties, board procedures, shareholder rights, articles of association, corporate approvals and company records. The aim is to create governance arrangements that comply with company law, support effective decisions and remain workable as the business develops.
Governance is not limited to listed companies or boardroom policy. For a private company, it affects who can approve contracts, issue shares, appoint directors, declare dividends, manage conflicts, obtain investment and respond when relationships break down. Documents that do not align – or decisions taken without the correct approval – can delay transactions, expose directors to claims and create avoidable disputes.
At Elite Law Solicitors, we provide focused advice on directors’ duties, board and shareholder decision-making, shareholders’ agreements, articles of association, corporate approvals, conflicts of interest and statutory records. We identify the legal issue, explain the available options in plain English and put the agreed governance structure into effective documents.
To discuss your company’s governance with our corporate lawyers, call 0800 086 2929, email info@elitelawsolicitors.co.uk or complete our Free Online Enquiry Form.
What is Corporate Governance?
In practical terms, corporate governance answers four questions: who has authority, how decisions must be approved, how conflicts and risks are managed, and how accountability is evidenced. It connects the company’s constitution with the way its directors and shareholders operate. Effective governance sets clear responsibilities, reserves important matters for the correct level of approval and creates a reliable record of the reasons for key decisions.
For companies incorporated in England and Wales, the Companies Act 2006 is central. It governs matters including directors’ duties, company constitutions, shareholder resolutions, filings and records. A company’s articles of association form part of its constitution and bind the company and its members as a statutory contract. A shareholders’ agreement can add private, tailored obligations, but it should be drafted consistently with the articles and company law.
Corporate governance for private companies
Most private companies are not subject to the UK Corporate Governance Code. They must nevertheless comply with company law, their articles and any binding shareholder arrangements. Proportionate governance may include a clear schedule of reserved matters, regular board meetings, reliable management information, conflict procedures, delegated authority limits and timely Companies House filings.
Larger private companies may have additional reporting obligations and may use recognised governance principles as a benchmark. The right approach depends on ownership, size, financing, sector, stakeholder expectations and plans for investment or sale; it should not be a generic tick-box exercise.
Corporate governance for listed and regulated businesses
The UK Corporate Governance Code 2024 applies through the Financial Conduct Authority’s Listing Rules to companies in the commercial companies and closed-ended investment funds categories. It operates on a “comply or explain” basis.
The Code covers board leadership and company purpose, division of responsibilities, composition and succession, audit, risk and internal control, and remuneration. It has applied to financial years beginning on or after 1 January 2025.
Provision 29 applies to financial years beginning on or after 1 January 2026. It requires the board to report on its monitoring and review of material controls, declare whether those controls were effective at the balance-sheet date and explain any material controls that were ineffective. Sector-specific regulation and investor requirements may also apply.
How our Corporate Governance Lawyers can help
We advise on individual decisions and complete governance frameworks. Our work commonly includes reviewing existing documents, identifying gaps or inconsistencies, clarifying authority and preparing the approvals needed to implement change.
Directors’ duties and board decision-making
Sections 171 to 177 of the Companies Act 2006 set out the general duties of directors. In summary, a director must act within their powers; promote the success of the company; exercise independent judgment; exercise reasonable care, skill and diligence; avoid conflicts of interest; not accept benefits from third parties; and declare interests in proposed transactions or arrangements.
These duties are owed to the company. They apply to formally appointed directors and, in relevant circumstances, to de facto directors. Certain statutory duties also apply to shadow directors where the corresponding common-law rules or equitable principles apply.
We advise on authority, the information needed before a decision, declarations of interest, lawful authorisation and accurate minutes. If a company is insolvent or bordering on insolvency, or an insolvent liquidation or administration is probable, directors must give appropriate weight to creditors’ interests and should obtain prompt insolvency advice.
Articles of association and shareholders’ agreements
Model articles are not suitable for every ownership structure. Bespoke or amended articles can address director appointment rights, quorum, voting, share classes, transfer restrictions and decision-making. A shareholders’ agreement can deal privately with reserved matters, information rights, funding, dividends, restrictive covenants, leaver provisions, deadlock and exit.
We review these documents together. This reduces the risk that one instrument permits a step while another prohibits it, or that shareholder rights cannot be implemented through the company’s constitution.
Board and shareholder approvals
Transactions and corporate changes often require a sequence of approvals rather than a single signature. We prepare board minutes, written resolutions, notices and supporting documents for matters such as share issues, director appointments, amendments to articles, reorganisations, investments, acquisitions and disposals. We also check voting thresholds, class rights, quorum and filing requirements.
Conflicts of interest and related-party transactions
A conflict may arise where a director has a personal interest, another office, a connected business or access to an opportunity relevant to the company. The correct response depends on the articles, the nature of the conflict and the proposed transaction. We help clients identify the issue, disclose it properly, determine whether authorisation is available and record the process. Early advice can protect the integrity of the decision and reduce the risk of challenge.
Corporate Governance advice for growth, investment and change
Governance should develop with the business. Informal arrangements that worked for two founders may become unsafe when employees receive equity, an investor joins the board or a group structure is created. A governance review before a significant event can identify issues while there is still time to resolve them.
Founder and shareholder governance
We help founders agree how control will operate before differences become disputes. This can include board composition, veto rights, reserved matters, access to information, future funding, share transfers and procedures for deadlock. The aim is not to remove commercial flexibility, but to establish clear rules for decisions that matter.
Investment and shareholder rights
An investment round may change voting power, board representation and information rights. We advise companies, founders and shareholders on the governance terms of investment, including consent thresholds, investor protections, warranties, share rights and constitutional amendments. We explain the practical effect of each protection, rather than treating the documents as a standalone drafting exercise.
Corporate reorganisations and group governance
A reorganisation may require approvals at several company levels, careful treatment of directors’ interests and coordinated filings. We can map the decision pathway, prepare the supporting resolutions and ensure that constitutional documents reflect the intended structure. For groups, we also advise on delegated authority, subsidiary oversight and the distinction between duties owed to each company and wider group objectives.
Governance health checks
A corporate governance health check can test whether practice matches the legal documents. We may review the articles, shareholders’ agreement, statutory registers, board and shareholder minutes, share records, Companies House information and key delegations. We then provide a prioritised action list, distinguishing legal defects from recommended improvements.
If your ownership, board or funding arrangements are changing, speak to our corporate governance lawyers before commitments are made. Call 0800 086 2929, email info@elitelawsolicitors.co.uk or complete our Free Online Enquiry Form.
Corporate Governance compliance and company records
Good decisions can be undermined by incomplete records or missed filings. Companies must keep required registers and records, file confirmation statements and accounts when due, and notify Companies House of specified changes.
Under reforms introduced by the Economic Crime and Corporate Transparency Act 2023, identity verification has been a legal requirement since 18 November 2025. New directors must verify before acting.
Existing directors must verify during the 12-month transition period, generally when the company files its next confirmation statement. People with significant control must comply within their applicable verification window. A failure to meet the requirement can be an offence, so each person should check the deadline recorded for their roles.
We provide legal advice on the governance consequence of a change and the documents needed to support it. Where accounting, tax, insolvency or regulated-sector advice is also required, we can work with the company’s other professional advisers so that responsibilities remain clear.
When should you seek corporate governance legal advice?
Early advice is particularly valuable when:
- Founders are establishing decision-making and ownership arrangements;
- A company is taking investment, issuing shares or creating a new share class;
- The board is considering a transaction involving a director or connected person;
- The articles and shareholders’ agreement appear inconsistent;
- A director, shareholder or investor is joining or leaving;
- There is uncertainty about authority, quorum or voting thresholds;
- A board decision may be contentious or challenged;
- A group is being reorganised or responsibilities are being delegated;
- Statutory registers, minutes or Companies House records require correction; or
- The company is preparing for due diligence, refinancing, sale or succession.
Obtaining advice before a resolution is passed is usually more effective than trying to repair an invalid or disputed process afterwards.
Our approach to Corporate Governance matters
We begin by establishing the commercial objective, the ownership structure and the decision that needs to be made. We then review the relevant articles, agreements, board history and statutory requirements. This allows us to identify who has authority, which approvals are required and what risks need to be addressed.
Our advice is practical and proportionate. A founder-managed private company does not need the same framework as a listed group, but both need decisions that are lawful, properly authorised and capable of being evidenced. We provide a clear scope of work, explain the documents required and highlight dependencies such as valuation, tax or insolvency advice.
Where a project involves several steps, we can prepare a governance roadmap covering approvals, signing, filings and post-completion records. This is particularly useful for investments, reorganisations and changes in control, where sequencing matters.
Why choose Elite Law Solicitors?
Elite Law Solicitors advises business owners, directors and shareholders across England and Wales on corporate and commercial matters. Our advice connects company law requirements with the commercial outcome the client is seeking, so that documents work in practice as well as on paper.
Mansour Mansour is a specialist corporate commercial solicitor at Elite Law Solicitors. He trained in the City and advises on mergers and acquisitions, corporate governance, shareholder strategy, commercial agreements and related business issues. His experience enables clients to obtain joined-up advice where governance overlaps with investment, contractual risk or a transaction.
To discuss your Corporate Governance requirements directly with Mansour, call 0800 086 2929, email info@elitelawsolicitors.co.uk or complete our Free Online Enquiry Form.
Frequently Asked Questions about Corporate Governance
Is corporate governance a legal requirement in the UK?
Every UK company is subject to governance requirements under company law, including the Companies Act 2006 and its own articles of association. However, not every company must follow the UK Corporate Governance Code or adopt a separate governance policy. The Code applies to specified categories of listed company through the FCA Listing Rules. Private companies should use arrangements proportionate to their ownership, size, sector, funding and risk.
Can shareholders override a decision made by directors?
Not simply because they own the company. The articles usually delegate management to the directors, while legislation, the articles or a shareholders’ agreement may reserve particular matters to shareholders.
Under section 168 of the Companies Act 2006, shareholders can remove a director by ordinary resolution at a meeting. Special notice and the statutory procedure are required, and contractual claims may still follow.
Section 171 also requires directors to comply with the constitution and exercise powers for their proper purposes. The answer therefore depends on the power being exercised and the company’s documents.
What happens if a board meeting is not quorate?
A board that lacks the quorum required by the articles cannot normally make substantive decisions. Under the Model Articles for private companies limited by shares, the participating directors generally cannot take a decision other than to appoint further directors or call a general meeting. Bespoke articles may differ. Any purported approval should be reviewed before the company relies on it, because the defect may affect the validity of the decision.
Can a director vote on a matter in which they have an interest?
Sometimes, but not always. The director must first comply with the applicable duty to declare an interest. Whether they may vote or count in the quorum depends on the Companies Act 2006, the articles, the type of conflict and any valid authorisation. For example, the Model Articles normally exclude an interested director from voting or counting in the quorum on a proposed transaction with the company, subject to stated exceptions. The board should resolve the issue and record the process before approving the transaction.
Are virtual board meetings and written resolutions legally valid?
They can be valid when the company’s articles and the relevant statutory procedure are followed. The Model Articles allow directors to participate when they can communicate information or opinions to one another, so physical presence in one place is not essential.
Directors may also make unanimous decisions outside a meeting where the articles permit. A private company can pass most shareholder resolutions in writing under the Companies Act 2006. However, written resolutions cannot be used to remove a director or remove an auditor before the end of their term.
How often should governance documents be reviewed?
The law does not prescribe one review cycle for every company. Governance documents should be reviewed whenever ownership, control or risk changes – for example, before investment, after creating a new share class, when a director or shareholder leaves, or ahead of refinancing, acquisition or sale. A periodic review is also sensible to check that later resolutions, current practice and changes in law remain consistent with the articles and shareholders’ agreement.
How much does corporate governance legal advice cost?
The cost depends on the scope and complexity of the work. Advice on one board approval may be narrower than reviewing articles, a shareholders’ agreement, statutory records and historic decisions. Relevant factors include the number of companies and shareholders, the share structure, the condition of existing records, urgency and whether new documents are required. We will define the work and explain the proposed fee basis before substantive work begins.
Speak to our Corporate Governance Lawyers
If you need advice on directors’ duties, board procedures, shareholder rights, articles of association or a governance review, our experienced corporate lawyers can assess your position and explain the practical next steps. We can assist with a specific approval or develop a proportionate framework for the company’s future.
Call 0800 086 2929, email info@elitelawsolicitors.co.uk or complete our Free Online Enquiry Form to arrange an initial discussion with our corporate governance lawyers.
