PART 7Companies: Transparency

Shadow directors

90Shadow directors: definition

1

In section 251 of the Insolvency Act 1986 (expressions used generally), in the definition of “shadow director”, for the words from “(but” to the end substitute

, 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 (within the meaning given by section 1293 of the Companies Act 2006);

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)

2

In section 22(5) of the Company Directors Disqualification Act 1986 (definition of “shadow director”) for the words from “(but” to the end substitute “, 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)”.

3

In section 251(2) of the Companies Act 2006 (definition of “shadow director”) for the words “on advice given by him in a professional capacity” substitute

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)

4

In section 1293 of the Companies Act 2006 (meaning of “enactment”) after paragraph (a) insert—

aa

an enactment contained in, or in an instrument made under, a Measure or Act of the National Assembly for Wales,