Expanding on written records: Extent of record-keeping obligations for UK film directors
In the landmark case of Manolete Partners plc v Brown (Re New Line Polymers Ltd (in liquidation)) [2025] EWHC 522 (Ch), the English court has provided much-needed clarity on the record-keeping obligations for directors who have resigned under English company law.
### Specific Record-Keeping Obligations for Resigned Directors
Upon a director’s resignation, the company must update its statutory register of directors to reflect the director’s departure. This includes recording the date on which the resignation took effect. The company must also notify Companies House within 14 days of a director’s resignation using Form TM01.
Even after resignation, the company must retain the director’s details in its statutory records. The register of directors must include both current and former directors, preserving information such as name, service address, nationality, date of birth, and dates of appointment and cessation.
The case confirmed that directors who have resigned still have potential liability for company conduct during their period of service, especially if insolvency occurs within three years after their departure. Accurate retention of records concerning resigned directors supports this regulatory oversight.
Company records, including statutory registers (which list directors, including those who resigned), must be kept permanently for as long as the company exists.
### Summary Table of Record-Keeping Requirements for Resigned Directors
| Obligation | Details | Timeframe | |-----------------------------------|------------------------------------------------|---------------------------| | Update Register of Directors | Record resignation date and update details | Within 14 days | | Notify Companies House | Submit Form TM01 | Within 14 days | | Retain Director Information | Keep former directors’ info in statutory registers | Permanently while company exists | | Maintain Financial Records (Related) | Keep related financial and accounting records | Minimum 6 years | | Liability Considerations | Resigned directors liable for past conduct within 3 years of resignation | Relevant period post-resignation |
### Conclusion
The Manolete Partners plc v Brown decision underscores the critical importance of companies maintaining accurate and complete records of all directors, including those who have resigned. This includes updating internal statutory registers and timely notifying Companies House. The ongoing retention of these records is essential not only for compliance but also for potential liability investigations post-resignation.
Thus, directors’ resignation triggers a clear statutory duty on companies to amend their registers promptly and to preserve those records permanently, ensuring transparency and accountability under English company law.
In the scenario of a director's resignation, it's crucial for a company to not only update its statutory register of directors with the resignation date and details, but also retain the director's information, including name, service address, nationality, date of birth, and dates of appointment and cessation. These record-keeping obligations help maintain transparency and support potential liability investigations related to finance and business matters.
