🛡️ Directors & Officers Insurance

Directors & Officers Insurance — Protecting You Personally

Protects directors, trustees and senior officers from personal financial liability if they're sued over decisions made running the company. Here's what it covers, who needs it, and why company size is no protection.

  • Covers personal liability for alleged wrongful acts as a director
  • Pays legal defence costs even if the claim fails
  • Applies to private companies, not just listed PLCs
  • Often the only protection when a company can't or won't indemnify a director
  • Increasingly required by investors and lenders
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When Does D&O Insurance Respond?

D&O insurance protects individual directors and officers — not the company itself — against claims arising from decisions made in running the business.

💡 Who it protects: D&O responds to the individual, not the business — that's what makes it different from other commercial cover. Most policies combine three elements: Side A (pays the director directly when the company can't indemnify them), Side B (reimburses the company when it does indemnify a director), and Side C (covers the company itself for securities claims, mainly relevant to listed businesses).

Why Directors Carry Personal Risk

Directors of UK companies take on statutory duties that create genuine personal exposure — regardless of company size.

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Companies Act 2006 duties

Sections 171–177 impose statutory duties on directors — to act within their powers, promote the success of the company, exercise independent judgment, and avoid conflicts of interest. Breach of these duties can lead to personal claims.

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Wrongful and fraudulent trading

Under the Insolvency Act 1986, directors who continue trading once they knew or ought to have known the company had no reasonable prospect of avoiding insolvency can be made personally liable for company debts.

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Regulatory investigations

Bodies such as HMRC, the Insolvency Service, HSE and, for regulated firms, the FCA can investigate individual directors' conduct. Most D&O policies extend to cover the legal costs of responding, even where no wrongdoing is ultimately found.

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Charity trustees

Trustees of charities and not-for-profits owe similar duties under charity law and can face personal liability. D&O (sometimes called trustee indemnity insurance in this context) is widely used across the charity sector for this reason.

⚠️ Company size is not protection: Small private companies are not exempt from these exposures. Directors of small businesses can be personally sued by shareholders, creditors, liquidators, employees, competitors and regulators — the same legal duties apply whether the company has 2 directors or 200.

How Much D&O Cover Do You Need?

The right limit depends on company size, sector, and whether you have outside investors or lenders.

1️⃣

£1 million

A common starting point for small private companies with modest turnover and no external investors.

2️⃣

£2–5 million

Typical for growing SMEs, especially those with several directors, external shareholders, or moderate borrowing.

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£10 million

Often expected by venture capital or private equity investors as a condition of investment.

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£10 million+

Common for larger businesses, regulated firms, and companies with significant contractual or lending exposure.

What to Look for in D&O Cover

A few things worth checking before you buy, whichever UK insurer or broker you compare.

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Claims-made basis

D&O is almost always written on a claims-made basis — cover depends on holding a live policy (or valid run-off cover) when a claim is made, not when the alleged conduct occurred.

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Run-off cover

When a company is sold, wound up, or a director resigns, arrange run-off cover — claims can still emerge years after the event that triggered them.

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Exclusions

Check exclusions carefully — fines and penalties are generally uninsurable as a matter of UK public policy, though defence costs in responding to a regulatory investigation are typically covered.

FCA authorisation

Before buying, confirm any insurer or broker is authorised and regulated by the Financial Conduct Authority — check the register at register.fca.org.uk.

🤝 We're finalising partnerships with FCA-authorised UK insurers so you can compare real quotes here soon. Check back shortly, or get in touch if you'd like to be notified when comparisons go live.

Frequently Asked Questions

Yes — the statutory duties directors owe under the Companies Act 2006, and the risk of personal liability for wrongful trading if a company becomes insolvent, apply regardless of company size. Many small business owners are surprised to learn how personally exposed they are.
Generally no — as a matter of UK public policy, fines and penalties are usually uninsurable. However, most D&O policies do cover the legal defence costs of responding to a regulatory investigation, even if a fine is ultimately imposed.
Professional indemnity covers claims arising from professional advice or services the business provides to clients. D&O covers claims against individual directors and officers relating to how they managed and governed the company — a different type of exposure entirely, and many businesses need both.
Charity trustees owe similar duties to company directors and can face personal liability for breaches of trust or mismanagement. Trustee indemnity insurance — effectively D&O cover for the charity sector — is widely used to protect trustees personally.
Investors want assurance that directors are properly protected so that personal financial risk doesn't distort their decision-making, and so that any dispute involving the board doesn't threaten the company's finances directly. It's now a common condition in venture capital and private equity funding rounds.
Claims against former directors can still arise years after they've left, which is why run-off cover — extending protection for past acts after the original policy ends — is an important consideration at the point of resignation, sale, or wind-down.

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