Indeed.

Anyone forming a company in England & Wales, also, might benefit from a chat with someone with long experience as a company director, or professional secretary, or even better a insolvency practitioner. If none are to hand, the staff at Companies House are unable to provide opinions, but I found they are ready to give well rounded observations which might make anyone think twice as to the value of relying on Companies Act, to protect their rights. At least the Act, alone. I've even enjoyed a very candid conversation at some length with the Registrar Of Companies, when the last major Act came into force, and she was incredibly helpful and illuminating, explaining the nuances of her statutory role and its offices. For guidance as to effect of Articles or Association, please do ask their Compliance office. Articles or Table A are the bylaws of a company, and many sharp operators will try to get Companies House to accept heavily modified articles, which contradict or attempt to restrict, statutory rights, roles or obligations. There was once a inactive registered company, names Silverstone blah blah management, about the time of a rumoured bid for control of the motor racing circuit. I pulled the Table A, and none to my surprise, almost every page of it was marked in the margin, alongside almost every paragraph, with a dot or a code, indicating Compliance was highly suspect of this document, as to its legality. But, as Compa ies House began to intone by reflex, I remember the information becoming a mantra when inquiring about almost anything, they are only a records office, not enforcers. The Registrar told me in addition, that that year sh had budget and allowance (I got the sense as if she felt it was a deliberately token allowance, arbitrarily set somehow and not under her budgetary power, to prosecute four directors each month, for technical breaches of the law. I had presented her office with a single director, for whom records tallied literally hundreds of summary offences.

Larger but less scrupulous or less publicly reported companies, flout the law routinely, a trivial cost of doing business. Small fly by nights and sham "business partners" you may encounter, may roll right over you, in a instant. You might be a director and have majority equity in common shares, but another director may (quite unlawfully, but see further) de-register you as a director, call a company meeting, if one is even required, dilute you to nothing, seek shareholder approval for consolidating fraudulent actions, like divesting working capital via special dividend, and banks will almost in every single case, do as they are told if the right forms are provided. You will sure have recourse under the Act, and many summary (not tried but assessed on the facts by a judge) offenses are criminal and even punishable by imprisonment, but you would be lost without a proper management contract and ideally a law firm of repute contracted as Company Secretary and that contract specifying detailed additional procedures, even clerical checks and notifications help here, and ultimately if thus sort of thing happens, you are in real trouble with little real recourse and no immediate remedy.

That's a mere taste of the fun which can be English Limited Companies!

From memory, and it's long since I undertook any comparative study, only Sweden has laws which truly make a manager / managing director, responsible for their behaviour, under real penalty. Obviously, don't take my word for it, but I was seeking answer to just this: "So where can I risk turning my back one second, on a limited company I invest in?", and Sweden was the only jurisdiction which I felt satisfied me.