(ii) Section 250 Companies Act (CA) 2006 defines a director as including any person occupying the position of director.
The concept of a shadow director is introduced in s.251 CA 2006. A shadow director is a person who, although not actually appointed to the board, instructs the directors of a company as to how to act. It is a person’s function rather than their title that defines them as a director. Such individuals are subject to all the rules applicable to ordinary directors.
A person is not to be treated as a shadow director if the advice is given in a purely professional capacity. Thus, a business consultant or a company doctor (another title given to someone called in to give advice to companies in trouble), would not be liable as a shadow director for the advice they might give to their client company. |
