Companies Act 2014 section 221

Shadow directors

Section 221 defines who is a "shadow director" and sets out how the obligations that apply to formally appointed directors — particularly the duty to disclose interests in company contracts — also apply to shadow directors, with a modified procedure for making declarations.

• A shadow director is a person whose directions or instructions the directors of a company habitually follow, unless that person is acting solely in a professional advisory capacity.
• A body corporate (i.e. a parent or holding company) is not to be regarded as a shadow director of any of its subsidiaries.
• Shadow directors must disclose interests in company contracts in the same way as formal directors, but by written notice rather than by declaration at a board meeting.
• Any written declaration by a shadow director is treated as if it had been made at the relevant board meeting and forms part of the official minutes of that meeting.