Companies Act 2014 section 856

Offence of acting under directions of person where directions given in contravention of this Part

Section 856 makes it an offence for a director to knowingly follow the directions of a person who is acting in contravention of the disqualification and restriction provisions, and provides for automatic disqualification upon conviction.

  • A director commits a category 2 offence if they knowingly act on directions from someone who is breaching the disqualification or restriction rules β€” for example, a disqualified person trying to influence a company through a nominee or relative
  • This provision is designed to prevent circumvention of disqualification or restriction orders through the use of nominees, spouses or relatives as directors
  • A person convicted under this section is automatically deemed subject to a disqualification order from the date of conviction, unless they are already subject to one
  • This section applies only to directors, narrowing the scope from the previous Companies Act 1990, which also covered other officers, committee of management members and trustees

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