Shadow Director in UK Law

Leading Cases
  • Secretary of State for Trade and Industry v Deverell and Another
    • Court of Appeal (Civil Division)
    • 21 Diciembre 1999

    (3) Whether any particular communication from the alleged shadow director, whether by words or conduct, is to be classified as a direction or instruction must be objectively ascertained by the court in the light of all the evidence.

    But it is not necessary that such influence should be exercised over the whole field of its corporate activities. But it is not necessary that such influence should be exercised over the whole field of its corporate activities.

    In my view such an owner may be a shadow director notwithstanding that he takes no steps to hide the part he plays in the affairs of the company. In my view such an owner may be a shadow director notwithstanding that he takes no steps to hide the part he plays in the affairs of the company.

  • Mea Corporation Ltd, Re; Secretary of State for Trade and Industry v Aviss
    • Chancery Division
    • 20 Julio 2006

    Now that Morritt LJ has explained that the role of a shadow director does not necessarily extend over the whole range of the company's activities, it seems to me that there is no conceptual difficulty in concluding that a person can be both a shadow director and a de facto director simultaneously.

  • HM Revenue and Customs v Holland; Re Paycheck Services 3 Ltd
    • Supreme Court
    • 24 Noviembre 2010

    First, whether the person was the sole person directing the affairs of the company (or acting with others equally lacking in a valid appointment), or if there were others who were true directors, whether he was acting on an equal footing with the others in directing its affairs: Re Richborough Furniture Ltd.

    In Fayers Legal Services Ltd v Day, ( unreported) 11 April 2001, a case relating to breach of fiduciary duty, Patten J, rejecting a claim that the defendant was a de facto director of the company and had been in breach of fiduciary duty, said that in order to make him liable for misfeasance as a de facto director the person must be part of the corporate governing structure, and the claimants had to prove that he assumed a role in the company sufficient to impose on him a fiduciary duty to the company and to make him responsible for the misuse of its assets.

  • Secretary of State for Trade and Industry v Hall
    • Chancery Division
    • 28 Julio 2006

    Attendance of board meetings and voting, with others, may in certain limited circumstances expose a director to personal liability to the company of which he is a director or its creditors. But it does not, without more, constitute him a director of any company of which his company is a director.

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Legislation
  • Corporate Insolvency and Governance Act 2020
    • UK Non-devolved
    • 1 de Enero de 2020
    ...... (b) (b) is not an overseas company. . (2) The directors of the company may obtain a moratorium for the company by filing the .... (5) In this section, “officer” includes a shadow director. S-A47 . A47 . . (1) An officer of a company commits an ......
  • Small Business, Enterprise and Employment Act 2015
    • UK Non-devolved
    • 1 de Enero de 2015
    ...... Corporate directors Corporate directors . S-87 . Requirement for all company directors to be ... . (a) purports to act as director, or. . . (b) acts as shadow director,. . although the person could not, by virtue of this section, ......
  • Company Directors Disqualification Act 1986
    • UK Non-devolved
    • 1 de Enero de 1986
    ......the offence or other default has been or is alleged to have been. committed; and ‘officer’ includes a shadow director. . (3) The maximum period of disqualification under this section. is 15 years. S-5 . Disqualification on summary conviction. 5 ......
  • Companies Act 2006
    • UK Non-devolved
    • 1 de Enero de 2006
    ...... other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 ... . . For this purpose a shadow director is treated as an officer of the company. . (3) A person guilty ......
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Books & Journal Articles
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Law Firm Commentaries
  • Acting Behind The Scenes: High Court Confirms Duties Of Shadow Directors
    • JD Supra United Kingdom
    In Standish & Ors v The Royal Bank of Scotland Plc & Anor (the “Judgment”), the High Court confirmed that the duties owed by a shadow director are limited to the subject matter of their ins...
  • The Deverell Case: A Shadow Of Doubt
    • Mondaq UK
    ...The concept of the shadow director is relevant in the context of company law and taxation. Shadow directorship can bring financial liabilities and disqualification for the shadow ......
  • Are You A Director Of A Company? Who Is Calling The Shots?
    • Mondaq UK
    ...... that is a shareholder who continually wants the board to follow their way or no way? It is likely that such an individual will be held to be a Shadow Director!.  . A director is defined under s.250 of the Companies Act 2006 (CA06) as "any person occupying the position of a director by whatever ......
  • Buying A Property Overseas: An Update
    • Mondaq United Kingdom
    ...... UK tax charge on the basis that the individual was acting as a director or shadow director, and the company was making the property available to ......
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