In relation to a company, a person in accordance with whose directions or instructions the directors of the company are accustomed to act (section 251, Companies Act 2006; section 251, Insolvency Act 1986; section 22(5), Company Directors Disqualification Act 1986).

Exceptions apply. A person is not regarded as a shadow director by reason only that the directors act on advice given by them in a professional capacity; in accordance with instructions, a direction, guidance or advice given in the exercise of a function conferred by or under an enactment; or in accordance with guidance or advice given in their capacity as a Minister of the Crown.

The fact that one is a shadow director may result in the imposition of duties and exposure to personal liabilities as if one were a de jure director.

For more information, see Practice note, Types of director: overview: Shadow director.