Elliot Green
- Position: Insolvency Partner OCA
- Phone: +44 (0) 1753 551111
- Fax: +44 (0) 1753 550544
- Email: Elliot.Green@ouryclark.com
It is a widespread belief, that if you are not listed and registered as a Director at Companies House, that you are not a Director of a UK company.
This is simply wrong. In UK law there are essentially three types of director:
1. Registered Director
2. Shadow Director
3. De facto Director
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 de facto director is someone who holds themselves out as a director without being registered and who undertakes duties that should be undertaken by a person who is a director.
With any type of director, the question often is about whether or not you have a degree of control over a company’s affairs.
The relevance this has is that if a director (registered or not) causes a company to suffer loss, he or she could be liable for the losses suffered. It will be by no means a defence to a claim, that simply because they were not registered as a director they cannot be liable for actions causing loss to a company.
If in any doubt it is best to take advice to enable the position be clarified so that any surprises later on, are rather more welcome than unwelcome!
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