Companies Act 1985

741 “Director” and “shadow director”. E+W+S

(1) In this Act, “director” includes any person occupying the position of director, by whatever name called.

(2) In relation to a company, “shadow director” means a person in accordance with whose directions or instructions the directors of the company are accustomed to act.

However, a person is not deemed a shadow director by reason only that the directors act on advice given by him in a professional capacity.

(3) For the purposes of the following provisions of this Act, namely—

• section 309 (directors’ duty to have regard to interests of employees),

• section 319 (directors’ long-term contracts of employment),

• sections 320 to 322 (substantial property transactions involving directors), F1

• [F2 section 322B (contracts with sole members who are directors), and]

• sections 330 to 346 (general restrictions on power of companies to make loans, etc., to directors and others connected with them), (being provisions under which shadow directors are treated as directors), a body corporate is not to be treated as a shadow director of any of its subsidiary companies by reason only that the directors of the subsidiary are accustomed to act in accordance with its directions or instructions.

Textual Amendments

F1 Word "and" in s. 741(3) deleted (15.7.1992) by S.I. 1992/1699, reg. 2, Sch. para. 3(2).

F2 Words in s. 741(3) inserted (15.7.1992) by S.I. 1992/1699, reg. 2, Sch. para. 3(2).

Modifications etc. (not altering text)

C1 S. 741 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I