Duties For De Facto And Shadow Directors

3169 Words Mar 21st, 2015 13 Pages
This essay will illustrate the duties of a director and possible remedies, furthermore, how these duties will be extended to de facto and shadow directors.

A “director” is defined in the Companies Act 2006 as including 'any person occupying the position of a director, by whatever name called '. Although there is a problematic nature in the current view that this provision only applies to persons properly appointed as “directors” but who operate under a different title. A person who has been lawfully appointed as a director is known as a “de jure” director; as opposed to people who may appear in practices to discharge the function of a director. However, on a normal interpretation, s.250 allows for others who are not properly appointed as directors to be regarded as directors. There are two such categories of directors who are not officially appointed as directors beyond those lawfully appointed as directors they known as “de facto directors and shadow directors” (Re Hydrodan (Corby) Ltd). All companies must at least have one director and public companies should have two directors.
Directors’ duties in the heart of company law: The Company Act 2006 established a statutory code of directors’ general duties for the first time, and these statutory code explicitly preserves the effect of previous case law and allows the exact nature of those duties to develop with any later case law. The case law is in the light of specifically to the common law on directors’ duties and…
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