Shadow directors

A shadow director means a person in accordance with whose directions or instructions the directors of a company are accustomed to act (unless this is just because they follow advice given in a professional capacity): sec251, CA2006. The general duties of directors, laid down by sec170, CA 2006, apply also to shadow directors to the extent that they are capable of so applying; sec170(5), CA 2006, as amended by sec89 of the Small Business, Enterprise and Employment Act 2015.

It is not unusual for the real controller of a company to try to hide his identity by appointing other people to be its directors as a front. These provisions enable the courts to impose the same liabilities on such a shadow director as if he had been formally appointed.