De jure director Definition

GLOSSARY

What does De jure director mean?

A director registered as a director at companies house (see Director).

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De facto and shadow directors

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 A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked.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:•de jure directors, being those directors that have been validly appointed in accordance with the company's articles of association...

Local authority companies

Local authority companies This Practice Note provides practical guidance on the establishment and use of companies by local authorities (LAs). It sets out details of the governance structure of companies and types of company directors. Governance structure of companies The vast majority of companies are formed by registration under the Companies Act 2006 (CA 2006) or predecessor Acts. Some companies and corporations are formed by private Acts of Parliament (such as certain port authorities and older railway and canal companies), under Royal Charters (such as older universities) or under other legislation, and those entities will have their own particular governance structures which are outside the scope of this Practice Note. See Practice Note: Royal Charters. In broad terms, the governance of companies registered under CA 2006 is divided as follows: • day-to-day management of the company is vested in the board of directors (acting collectively), which may in turn delegate the lawful powers of the company, as well as duties to individual directors or employees • the shareholders of the...

Discover our 16 Practice Notes on De jure director

Does a de jure director of a company have a general right to see legal advice obtained by the company? What if the legal advice concerns the director and may have been prepared in contemplation of bringing or defending proceedings against them?

Does a de jure director of a company have a general right to see legal advice obtained by the company? What if the legal advice concerns the director and may have been prepared in contemplation of bringing or defending proceedings against them? There is no general right for a director to see legal advice obtained by a company. Whether it is appropriate for the director to do so in any particular situation depends on careful consideration of the directors’ statutory and fiduciary duties and the company’s constitution. The legal powers available to any directors are powers to act on behalf of their company. A director of a limited company is effectively an agent of the company, appointed by the shareholders to manage the company’s affairs. Generally, directors will act together as a board, but the board may also delegate certain of its powers to individual directors or to a committee of the board. As a consequence, any powers directors may have are not independent of the company...

Is there anything to stop a discharged bankrupt from becoming a director if there is a civil finding of fraud/dishonesty against them?

Is there anything to stop a discharged bankrupt from becoming a director if there is a civil finding of fraud/dishonesty against them? An undischarged bankrupt is prohibited from being a director of a company—see section 11 of the Company Directors Disqualification Act 1986 (CDDA 1986). A discharged bankrupt is not so prohibited unless they are subject to a bankruptcy restrictions order (BRO) or bankruptcy restrictions undertaking (BRU) under Schedule 4A to the Insolvency Act 1986, in which case they are restricted from being a director for the duration of the BRO or BRU (see: Bankruptcy restrictions orders and undertakings—overview). The simple fact that the discharged bankrupt has been subject to a finding of fraud or dishonesty does not prohibit them from being a director. However, if the person, (in consequence of the fraud or dishonesty or otherwise) has been the subject of a disqualification order or undertaking under the CDDA 1986, then they would be disqualified from being a director for the period specified in the order or undertaking ('by...

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A director, if not by name…(Aston Risk Management v Jones (Rev 1))

Dispute Resolution analysis: The High Court has held that a director of a holding company became a de facto director of its subsidiary, with all the liability of a director, when they became significantly involved in the subsidiary’s affairs. Richard Burrows, partner, and Dominic Sedghi, head of knowledge, Macfarlanes, examine the case.

Judgment given in a transaction defrauding creditors claim following strike out (Integral Petroleum SA v Pretrogat FZE)

Restructuring & Insolvency analysis: When the owners and controllers of a company refused to identify the recipient of payments made out of the company during the course of arbitration proceedings, their defence to a claim under section 423 of the Insolvency Act 1986 (IA 1986) was struck out and judgment was entered against them. Written by Phillip Patterson, barrister, Gatehouse Chambers.

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