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Definition of 'director'

The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position of director, by whatever name called'.

Within that definition, case law has established that there are two categories of director:

1. •

   de jure directors, being those directors that have been validly appointed in accordance with the company's articles of association and the CA 2006, and

2. •

   de facto directors

A third category of director, known as shadow directors, is defined separately in the CA 2006.

Note that a person could be both a shadow director and a de facto director, eg if they assume the functions of a director as regards one part of the company's activities and gives directions to the board in relation to a different part of the company's activities.

The remainder of this Practice Note focuses on the law regarding de facto and shadow directors.

De facto directors

A de facto director is a person that acts as a director of the company, although they have not actually or validly been appointed