Explain the circumstances under which directors of a company will be held personally liable to acts committed on behalf of the company.

Has bound himself personally
• Has acted on behalf of an illusory company
• Has signed a negotiable instrument in which the company‟s name is not published or is misdescribed.
• Breach of warranty of authority.
• Has acted fraudulently.
• Has engaged the company in an ultra vires transaction
• Has assumed a direct duty of care to 3rd parties.

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