# Companies Act 2006, Section 251: “Shadow director”

Extent: E+W+S+N.I.

(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 —
(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.

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Source: https://www.legislation.gov.uk/ukpga/2006/46/section/251 (the official version)
Page: https://openlegislation.uk/companies-act-2006/section-251
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.