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Disclaimer: This is not legal advice. Legislation and case law change. Always consult a qualified solicitor for your specific situation.

UK Law Reference
Full glossary
Legal term
Company & Commercial Law

Shadow Director

A person in accordance with whose directions or instructions the directors of a company are accustomed to act (s.251 CA 2006). Subject to directors' duties.

Independent editorial summary — not the official statute text. Read the official version on legislation.gov.uk.

Company law regulates not only formally appointed directors but also people who control a company from behind the scenes. Section 251 of the Companies Act 2006 defines a shadow director as a person in accordance with whose directions or instructions the directors of the company are accustomed to act.

The definition is not triggered simply because the board follows professional advice: a person is not to be regarded as a shadow director by reason only that the directors act on advice given by that person in a professional capacity. The status matters because a shadow director can be subject to the same statutory duties, and the same liability for wrongful trading or disqualification, as a properly appointed director.

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Official sources

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