If someone says you ran the company badly, limited liability will not pay your lawyers. Directors’ and officers’ insurance — also called D&O, or management liability — is the policy written for the people who make the decisions: defence costs, and the settlement if it comes to that, when a director or officer is personally accused of how they ran the business.
Meshed is an FCA-regulated UK broker. We place directors’ and officers’ insurance for UK limited companies and partnerships, from a panel of insurers. Broker fee is a flat 10%, with no admin add-ons.
If you are a payments, EMI, or other regulated financial-services firm, start on Fintech Insurance UK. That programme already includes D&O. If a client says your advice, design, or delivery cost them money, that is Professional Indemnity Insurance UK. If you want the wider “what does a UK company need” list, that sits on the business insurance hub. This page is personal liability of directors.
Who this is for
UK limited companies and partnerships whose directors, officers, or LLP partners can be sued as people, including:
Owner-managed companies with one director or several
Companies with outside shareholders or investors
Boards that want non-execs to join
Firms that employ staff
Partnerships and LLPs whose partners make management decisions
Companies whose articles promise to indemnify directors if a claim lands
We work with limited companies and partnerships whose directors need this product. Meshed also places trading cover for sole traders — but sole traders are not directors of a separate company, so D&O is the wrong class for them. For sole-trader trading covers, start on the business insurance hub, Startup Insurance UK, or Contractor Insurance UK as relevant.
If the risk is a listed company, a charity trustee board, or a company already in a distressed insolvency, that is a specialist market. We will say whether we can place it before you spend a week on forms.
Who we have helped
We place D&O for UK limited companies and partnerships: owner-managed firms whose investor or non-exec will not join without it on the certificate, companies that have been relying on an indemnity in the articles, and boards whose current schedule has no personal-liability section at all.
What D&O covers — and what it does not
A limited company is a separate legal person. That protects shareholders from the company’s debts. It does not protect directors from claims about how they ran it.
D&O is there when a director, officer, or senior decision-maker is personally accused of a wrongful act in that role. Typical allegations:
Breach of duty, or not taking reasonable care
A misleading statement to shareholders, lenders, or the market
Health and safety or corporate-manslaughter investigation
Wrongful trading, or a liquidator looking at payments to creditors
An HMRC or other regulatory investigation into the way the company was run
A claim by another director, an investor, or a competitor
The policy is built to pay:
Defence costs, including thin or hostile allegations. You do not have to win first.
Damages or a settlement, up to the limit, where the wording agrees
Investigation costs — interviews, document production, insolvency-practitioner questions
Disqualification proceedings, if someone tries to ban you from acting as a director
Exact wording varies. We show you the gaps before you bind, not after a letter arrives.
D&O does not cover a client who says your professional work cost them money. That is professional indemnity. It does not cover an employee injured at work. That is employers’ liability, and that one is a legal duty once you employ anyone. It does not cover a member of the public who is hurt, or their property damaged, because of your work. That is public liability. A ransomware event or a mailbox takeover sits on a cyber policy, not this one.
A D&O policy also will not pay criminal fines, FCA penalties, or anything UK law will not let you insure. Proven fraud and dishonesty are out — though defence costs usually run until that is established, not from the first allegation. Injury and property-damage claims stay on liability wordings, except where the investigation is about how the directors ran health and safety. Circumstances you already knew about before the policy started are out.
D&O, PI, and employers’ liability
Those three get mixed up. They do different jobs.
Directors’ and officers’ is a claim against you as a person, for how the company was managed. Your house, savings, and ability to act as a director are the exposure. The company may be paying the premium. The insured risk is still personal.
Professional indemnity is a claim that your advice, design, or delivery cost a client money. It protects the business for the work it sold. The full picture is on Professional Indemnity Insurance UK.
Employers’ liability is a claim that an employee was injured or made ill by the work. Once you employ staff, you almost certainly have to hold it. That is the Employers’ Liability (Compulsory Insurance) Act, not company law. The hub covers the legal duty.
A consultant’s bad advice is PI. The board then being sued for hiring that consultant is D&O.
Most service firms need PI and D&O. They are not substitutes. If you only buy PI, a shareholder or liquidator claim against the directors has nowhere to go.
The three jobs on a D&O policy
Brokers split the policy into three sides. The names are ugly. The jobs are simple.
Side A pays the director directly when the company cannot. The company is insolvent, the law will not let it indemnify, or it refuses. This is the personal-assets cover. It is the part that matters when the articles look generous and the bank account is empty.
Side B pays the company back when it has already paid the director’s defence or settlement. The claim is still against the person. The cash left the company.
Side C pays the company itself for certain securities claims — a shareholder action against the entity, not just the people. That matters if you are listed or raising investment on a public market. Most private UK companies need A and B. We will say if C is worth buying.
“Management liability” on a quote is usually D&O plus extras on the same schedule: employment-practices claims (unfair dismissal, discrimination, harassment aimed at the company) and company legal liability (the entity facing a regulatory investigation). Those extras are useful. They are not this page. If they sit on the wording we place, we will show you what each section actually does.
Is D&O required by law?
No. There is no statute that says a UK company must hold directors’ and officers’ insurance. Employers’ liability is the compulsory one, if you employ staff.
Three things still bite:
The Companies Act. Directors have duties — promote the success of the company, use reasonable care, avoid conflicts. Breach those and the claim can be personal. Limited liability does not absorb it.
The company’s own indemnity. Articles often say the company will pay a director’s legal costs. The Act caps what a company is allowed to indemnify. An insolvent company cannot pay anyway. Section 233 of the Companies Act is the bit that expressly lets the company buy insurance instead.
Insolvency. Wrongful trading and a liquidator’s review are when personal exposure is highest. That is also when Side A has to work, because Side B has no company left to reimburse.
Investors and non-execs often treat D&O as a condition of joining. A lender or a buyer in a sale will ask for it too. None of that makes it a statute. For a limited company with more than a single quiet director-shareholder and no external dealings, the case is thinner — and even then HMRC, health and safety, and a failed trade can still name the person.
Sole traders do not buy D&O. There is no separate company to be a director of. Meshed places other covers for sole traders; this product is still the wrong class until you incorporate and have directors.
How much cover do I need?
Enough for a serious defence and a realistic settlement, then at least whatever an investor, non-exec, or buyer has already named.
In the UK market you will usually see:
£250,000 to £1 million for smaller private companies
£1 million to £5 million once you have staff, outside shareholders, or a real balance sheet
Above £5 million for larger private companies, or where a non-exec wants their own extra limit
UK wordings commonly run from £100,000 to £10 million. A £25,000 starter on a comparison quote will not survive a contested disqualification or a two-year investigation. We size it to the people and the claim, not to a default.
Defence costs can sit inside the limit or on top of it. “On top” is better. We will tell you which one you have been offered.
D&O is written on a claims-made basis. The policy that responds is the one live when the claim, or the circumstance, is notified — not the one you held when the decision was made. If you sell the company, step down, or wind it up, you need run-off for the years you can still be sued. Say so before the policy ends.
What it costs
Premium follows the company: sector, turnover, headcount, claims, whether you have outside investors, whether anyone is already investigating you, the limit, and the excess. A two-director consultancy and a contractor with the same turnover will not price the same.
We will not publish a “from £X a month” figure that only exists for a £25,000 limit on a comparison site.
What you can control: a proposal that describes how the company is actually run, a current schedule, and telling the insurer about investigations or disputes before they become a claim. Underwriters load the files that are vague.
The company usually pays. It is a business expense, not a policy each director buys themselves. We will not give tax advice on this page.
How Meshed works
You tell us the company, the directors and officers, headcount, investors, current cover, and any investigation or dispute already live.
We review the documents and flag gaps in limit, Side A, insolvency wording, who is actually insured, and whether PI or employers’ liability is doing a job it cannot do.
We go to our panel and come back with options.
You bind. We stay on for mid-term changes and renewal.
Straightforward SME risks are often quoted in minutes. Boards with non-execs, investor requirements, claims histories, or distressed situations can take longer. We will say that up front.
Read next
What insurance does a UK business need — company-level overview
Startup Insurance UK — when investors and boards ask for D&O
Professional Indemnity Insurance UK — client-work claims, not management claims
Contractor Insurance UK — if the trading risk is site work
FAQs
What is directors’ and officers’ insurance?
Cover for when a director or officer is personally accused of how they ran the company. It pays defence costs and any damages or settlement the policy agrees to, up to the limit. Management liability is the same idea, often with employment and company-legal sections added on the same schedule.
Do directors need D&O insurance in the UK?
Not as a blanket legal duty. You need it if a claim about management would land on you as a person — which is the point of being a director — or if an investor, non-exec, lender, or buyer requires it. For a limited company or LLP that is actually trading, that is usually a yes.
When do I need D&O insurance?
Usually when someone outside the founding team has money or a board seat in the company, when a non-exec will not join without it, when a lender or buyer asks for it, or when the company has staff and real debt. A quiet single director-shareholder with no external dealings can wait longer — and even then HMRC, health and safety, and a failed trade can still name the person.
Do investors ask for a D&O certificate?
Often yes. Term sheets, shareholders’ agreements, and non-exec appointment letters routinely treat directors’ and officers’ cover as a condition of joining. We match the certificate and limit to what the board or investor has already named.
Is D&O the same as professional indemnity?
No. PI is a client claiming your work cost them money. D&O is someone claiming you mismanaged the company. Most professional firms need both. The PI page is Professional Indemnity Insurance UK.
Does D&O replace employers’ liability?
No. Employers’ liability is a legal duty if you employ staff. D&O will not pay an injured employee. The wider list is on the business insurance hub. Detail: Employers’ Liability Insurance UK.
What are Side A, Side B, and Side C?
Side A pays the director when the company cannot. Side B reimburses the company when it has paid the director. Side C covers the company itself for certain securities claims. Private companies live on A and B.
The articles already indemnify the directors. Do we still need D&O?
Yes, if you care about the case where the company cannot pay — insolvency, a legal bar, or a board that will not write the cheque. Insurance sits next to the indemnity, not instead of it.
I am the only director. Do I still need it?
Often. A single director-shareholder can still be named by HMRC, the health and safety regulator, a liquidator, or a customer who decides the person was the problem. The case is stronger once you have staff, debt, or anyone else with money in the company.
Does it cover people who have already left the board?
Usually, for claims about the period they served, if the policy is still live and they fit the definition of a past director or officer. If the company is sold or the policy is cancelled, buy run-off. Do not assume last year’s wording is still on risk.
How much does D&O cost?
Premium follows the company: sector, turnover, headcount, investors, claims, limit, and excess. We will not publish a “from £X a month” starter figure. Meshed’s broker fee is a flat 10%, with no admin add-ons.
I am a fintech. Is this the right page?
If you are payments, EMI, PSD2, or another regulated financial-services model, use Fintech Insurance UK. That page owns the programme, including D&O.
I am a sole trader. Can you help?
Meshed places trading cover for sole traders on other products. D&O is the wrong class for a sole trader — there is no separate company to be a director of. Use the business insurance hub. Once you incorporate and have directors, come back for this page.
Are you an insurer?
No. Meshed is a broker. Mesh'd Limited trading as Meshed is authorised and regulated by the Financial Conduct Authority under firm reference number 1033248.
How fast can we bind?
Clean renewals and a standard private-company D&O can be same-week. New investor wording, non-exec extra limits, claims histories, or distressed situations take longer.
Vincent Liu
Co-founder & CTO
