SlideShare a Scribd company logo
1 of 6
Directors
liabilities
FOR THE COMPANY'S MISDEEDS
“A company may in
many ways be likened
to
a human body. It has a
brain and nerve
centre which controls
what it does. It also
has hands which the
tools and act in
accordance with the
directions from the
centre....
"Some of the people in the
company
are mere servants who are
nothing more than
hands to do the work and
cannot be said to
represent the mind or
will....
02
Others are
directors and managers
who represent the
directing mind and will of
the company, and
control what it does. The
state of mind of
these managers is the state
of mind of the
company and is treated by
the law as such
03
THEREFORE:
Where any offence under any Act is
committed by a body corporate then,
unless a contrary intention appears, any
person who, at the time
of the commission of the offence, was
concerned as a director or an officer,
with the management of the affairs of
such body corporate shall be guilty of the
offence..
thank you.
Dening LJ. In Bolton v. Graham& sons
Mwesiga Emmanuel
Kagambo

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Company directors liabilities

  • 2. “A company may in many ways be likened to a human body. It has a brain and nerve centre which controls what it does. It also has hands which the tools and act in accordance with the directions from the centre....
  • 3. "Some of the people in the company are mere servants who are nothing more than hands to do the work and cannot be said to represent the mind or will.... 02
  • 4. Others are directors and managers who represent the directing mind and will of the company, and control what it does. The state of mind of these managers is the state of mind of the company and is treated by the law as such 03
  • 5. THEREFORE: Where any offence under any Act is committed by a body corporate then, unless a contrary intention appears, any person who, at the time of the commission of the offence, was concerned as a director or an officer, with the management of the affairs of such body corporate shall be guilty of the offence..
  • 6. thank you. Dening LJ. In Bolton v. Graham& sons Mwesiga Emmanuel Kagambo