De facto and shadow directors


Published by a UUÂãÁÄÖ±²¥ Corporate expert
Practice notes

De facto and shadow directors


Published by a UUÂãÁÄÖ±²¥ Corporate expert

Practice notes
imgtext

STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime as it was prior to 29 July 2024.

Definition of 'director'

The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position of director, by whatever name called'.

Within that definition, case law has established that there are two categories of director:

  1. •

    de jure directors, being those directors that have been validly appointed in accordance with the company's articles of association and the CA 2006, and

Powered by Lexis+®
Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
De facto definition
What does De facto mean?

A situation which exists as a matter of fact, but not as a matter of right, exists de facto.

Read more

Popular documents

Directors' duties—directors' interests: CA 2006, ss 175–177

Directors' duties—directors' interests: CA 2006, ss 175–177The main Directors’ duties developed by the courts were set out in statute for the first time in sections 171–177 of the Companies Act 2006 (CA 2006), and all of those statutory duties (general duties) are set out in Practice Note:

Declaration of a director's interests—the statutory provisions

Declaration of a director's interests—the statutory provisionsA director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a director, or•a transaction or arrangement that has been entered into by the company of which

Directors and officers insurance policies

Directors and officers insurance policiesA director of a company limited by shares is exposed to a wide range of potential liabilities that could arise as a result of their acts or omissions carried out during the course of business of the company. One way in which a director might be protected from

What is the difference between a managing director and a director? Does a managing director have more

What is the difference between a managing director and a director? Does a managing director have more powers than a normal director?Company law makes no distinction between a managing director and any other kind of director, and provides no definition of the term ‘managing director’. The company law