Q&As

What different types of director are there?

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Published on LexisPSL on 13/06/2017

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • What different types of director are there?

There are a number of different types of director. The definition of director in the Companies Act 2006 (CA 2006) is not exhaustive; CA 2006, s 250 broadly defines a director as 'any person occupying the position of director, by whatever name called'. Accordingly, in order to determine whether a person is a director, it may be necessary to examine the function of the person, the company's articles of association (and any other constitutional documents) and the terms of any contract between the person and the company.

Within the definition of director, case law has established that there are two categories of director: de jure and de facto directors.

A de jure director is a person that has been validly appointed as a director in accordance with the company's articles of association and CA 2006, whereas, a de facto director is a person that has not been formally appointed as a director, because the procedural or formal requirements set out in the company’s articles have not been followed or satisfied, but the person undertakes the role of director. In determining whether someone is a de facto director, it is important to consider whether that person actually plays a role that only a director could play. It will not be enough to merely show that the person is carrying out a management role; the person must be shown to

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