De facto and shadow directors


Published by a ÀÏ˾»úÎçÒ¹¸£Àû Corporate expert
Practice notes

De facto and shadow directors


Published by a ÀÏ˾»úÎçÒ¹¸£Àû Corporate expert

Practice notes
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STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime as it was prior to 29 July 2024.

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

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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
De facto definition
What does De facto mean?

A situation which exists as a matter of fact, but not as a matter of right, exists de facto.

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