Directors’ Duties in The USA

>> General Liabilities and Penalties in The USA

Exercise your responsibilities carefully as the penalties for failure to do so can be severe.

  • you may be exposed to both civil actions and criminal prosecutions should you breach your duties as a director
  • it should be noted that a “Business Judgement Rule” operates in looking at the potential liability of directors. This rule is a presumption that in making business decisions, the directors of a corporation acted on an informed basis, in good faith, in the honest belief that the action taken were in the best interests of the Company, and not in conflict with any other duties to a third party that the director might have. It would be for the party bringing an action to disprove this presumption in the specific circumstances which arise
  • a manager of a LLC is not liable for the debts, obligations or liabilities of the company solely by reason of the neglect, refusal or failure of the Company to pay an annual tax or by reason of the Company ceasing to be in good standing or duly registered
  • either the breach of duty itself, or the imposition of one of the sanctions described above, may lead to disciplinary action being taken against you and/or limitations upon you being able to continue in your role

Latest version updated 10th April 2018

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