Companies Act 2006

251 “Shadow director” U.K.

(1) In the Companies Acts “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.

(2) A person is not to be regarded as a shadow director by reason only that the directors act [F1 —

(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)]

(3) A body corporate is not to be regarded as a shadow director of any of its subsidiary companies for the purposes of—

• Chapter 2 (general duties of directors),

• Chapter 4 (transactions requiring members' approval), or

• Chapter 6 (contract with sole member who is also a director),

by reason only that the directors of the subsidiary are accustomed to act in accordance with its directions or instructions.

Textual Amendments

F1 Words in s. 251(2) substituted (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 90(3), 164(3)(g)(iii)