Section 251 “Shadow director”
United Kingdom
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.
A person is not to be regarded as a shadow director by reason only that the directors act F1—
on advice given by that person in a professional capacity;
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;
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)
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.
Annotations
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)
Notes on Part 10
Modifications
- C1
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
- C2
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2