Company Directors Disqualification Act 1986

22 Interpretation. U.K.

(1) This section has effect with respect to the meaning of expressions used in this Act, and applies unless the context otherwise requires.

[F1 (2) “Company” means—

(a) a company registered under the Companies Act 2006 in Great Britain, or

(b) a company that may be wound up under Part 5 of the Insolvency Act 1986 (unregistered companies).]

[F2 (2A) An “overseas company” is a company incorporated or formed outside Great Britain.]

[F3 (2B) So far as this Act extends to Northern Ireland, subsections (2) and (2A) do not apply and instead—

• “company” means—

  (a)

  a company registered under the Companies Act 2006 in Northern Ireland, or

  (b)

  a company that may be wound up under Part 6 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (unregistered companies), and

• “overseas company” means a company which is incorporated or formed outside Northern Ireland.]

(3) Section 247 in Part VII of the Insolvency Act [F4 1986](interpretation for the first Group of Parts of that Act) applies as regards references to a company’s insolvency and to its going into liquidation; and “administrative receiver” has the meaning given by section 251 of that Act [F5 and references to acting as an insolvency practitioner are to be read in accordance with section 388 of that Act].

(4) “Director” includes any person occupying the position of director, by whatever name called F6 . . ..

(5) “Shadow director”, in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act [F7 , but so that a person is not deemed a shadow director by reason only that the directors act—

(a) on advice given by that person in a professional capacity;

(b) in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under an enactment;

(c) in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975).]

[F8 (6) “Body corporate” and “officer” have the same meaning as in the Companies Acts (see section 1173(1) of the Companies Act 2006).]

[F9 (7) “The Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006.]

[F10 (8) Any reference to provisions, or a particular provision, of the Companies Acts or the Insolvency Act 1986 includes the corresponding provisions or provision of corresponding earlier legislation.]

[F11 (9) Subject to the provisions of this section, expressions that are defined for the purposes of the Companies Acts [F12 (see section 1174 of, and Schedule 8 to, the Companies Act 2006)] have the same meaning in this Act.]

[F13 (10) Any reference to acting as receiver—

(a) includes acting as manager or as both receiver and manager, but

(b) does not include acting as administrative receiver;

and “receivership” is to be read accordingly.]

Textual Amendments

F1 S. 22(2) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009) (S.I. 2009/1941), art. 2(1), {Sch. 1 para. 85(11)(a)} (with art. 10)

F2 S. 22(2A) inserted (26.5.2015 for specified purposes, 1.10.2015 in so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 7 para. 17; S.I. 2015/1329, reg. 3(c); S.I. 2015/1689, reg. 2(g)

F3 S. 22(2B) inserted (22.2.2024) by Finance Act 2024 (c. 3), Sch. 13 para. 2(13) (with Sch. 13 para. 4(2))

F4 Words in s. 22(3) inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009) (S.I. 2009/1941), art. 2(1), {Sch. 1 para. 85(6)(a)} (with art. 10)

F5 Words in s. 22(3) inserted (2.4.2001) by 2000 c. 39, s. 8, Sch. 4 Pt. I para. 15(2); S.I. 2001/766, art. 2(1)(a) (subject to transitional provisions in art. 3)

F6 Words in s. 22(4) repealed (2.4.2001) by 2000 c. 39, s. 8, 15(1), Sch. 4 Pt. I para. 15(3), Sch. 5; S.I. 2001/766, art. 2(1)(a)(c)(ii) (subject to transitional provisions in art. 3)

F7 Words in s. 22(5) substituted (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 90(2), 164(3)(g)(iii)

F8 S. 22(6) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 85(11)(b) (with art. 10)

F9 S. 22(7) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 85(11)(c) (with art. 10)

F10 S. 22(8) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 85(11)(d) (with art. 10)

F11 S. 22(9) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 para. 106(4)(c) (with arts. 6, 11, 12)

F12 Words in s. 22(9) inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 85(11)(e) (with art. 10)

F13 S. 22(10) inserted (2.4.2001) by 2000 c. 39, s. 5(3); S.I. 2001/766, art. 2(1)(a) (subject to transitional provisions in art. 3)

Modifications etc. (not altering text)

C1 S. 22 extended (with modifications) (1.7.1989) by S.I. 1989/638, regs. 20, 21