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1 Shadow Directors on Thu 9 Jul 2009 - 12:18

Nidhin Das

CSoC Smart User
CSoC Smart User
Dear All,
I wist to know that what the term " Shadow Director" exactly mean?

2 Re: Shadow Directors on Thu 9 Jul 2009 - 12:27


CSoC Smart User
CSoC Smart User
Hello Mr Nidhin read this:


Holder of controlling or majority stock (share) of a private firm who is not (technically) a director and does not openly participate in the firm's governance, but whose directions or instructions are routinely complied with by the employees or other the directors. In the eyes of law, he or she is a de facto director and is held equally liable for the obligations of the firm with the other de facto and de jure directors.

Thus, you now recognise who is a shadow director. In simple terms a person who is a director, but not coming into picture, but controlling the affairs of a company.

A person in accordance with those directions or instructions the board of directors is accustomed to act is called as 'deemed director' or 'shadow director'.

There is no difference with rest of the directors and he have all the powers as any other director.

A person who is not formally appointed as a director, but in accordance with whose directions or instructions the directors of a company are accustomed to act. However, a person is not a shadow director merely because the directors act on advice given by him in a professional capacity.

CS. Bilu


3 Re: Shadow Directors on Sat 12 Sep 2009 - 12:46


as per section 7 deemed director is a person in accordance with whose directions or instructions the board of directors of a company is accustomed to act, by reason only that the board acts on advice given by him in a professional capacity. The person is not an actual director(like other director ), however he is deemed to be a director only to impose restriction and prohibition on him. A deemed director may an individual, a body corporate or other entity. Deemed Director is called shadow director under English law

Unlike other director a shadow director may or may not be a individual , for example a Holding company can be regarded as Shadow diretor of its subsidiary company.
Only the provision of officer in default (section 5), relative (section 6 ) and section 300 , 303 and 301 of Co' s Acr applies to shadow director as of other director . Company need not also to file Form 32 and comply with other formalities relating to the shadow director ..


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