. In 2023 a one-tier corporate governance structure was introduced in Ukraine, allowing corporations – legal entities formed by the association (mandatory or voluntary) of individuals based on participation and shareholding capital for conducting business activities – to establish a board of directors. The governing bodies of a corporation under this one-tier structure are the general meetings of shareholders and the board of directors, which is composed of its members – directors elected by the general meetings, who may be either executive or non-executive. Due to the novelty of the legal norms regarding the one-tier structure, there is a lack of clear understanding of the roles and functions of board members in corporate relations, therefore, this issue requires detailed legal analysis.

The aim of the article is to clarify the legal nature of the relationships that arise from the participation of board members in corporate governance, with the goal of clearly defining their legal status.

To achieve this research objective, various methods of comprehensive investigation were employed, including technical-legal analysis, synthesis, analogy, modeling, as well as dialectical, structural-functional, comparative-legal, and specialized legal (formal-dogmatic) methods of scientific inquiry.

The dialectical method of scientific research has enabled the examination of the category “legal status of board members” through the lens of both private and public law. The comprehensive research method facilitated the application of findings not only from the field of economic law but also from other specialized disciplines. Utilizing the structural-functional method allowed for the identification of the functional characteristics of specific components within the one-tier corporate governance structure. Furthermore, the use of comparative legal methodology, incorporating both synchronic and diachronic approaches, has helped outline the issue of defining the legal status of board members within a system of relationships of various sectoral affiliations.

The article discusses how the legal status of a board member depends on the nature of the relationships they engage in. When the general meeting of shareholders elects board members, corporate relationships emerge between these directors (both executive and non-executive) and the corporation. These relationships grant directors, as members of the collegial body – the board of directors – the authority to manage and oversee the corporation. Additionally, these corporate relationships may lay the groundwork for employment relationships if a labour contract is established between the corporation and executive or certain non-executive directors. However, if civil law contracts are made with non-executive directors, employment relationships do not arise.

 The foundation of the interaction between the corporation and a board member consists of managerial relations, within which the director receives authority and bears responsibility for its execution according to the law. This includes the emergence of fiduciary duties for directors.

The authors emphasize that the board of directors is part of the corporation, not an independent entity in corporate relations. Therefore, the board cannot act as a separate subject in corporate relations, and directors are not representatives of the corporation.

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