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De facto definition What does De facto mean? In legal practice, de facto describes something that exists and operates in fact, even if it lacks formal legal title or right. It contrasts with de jure (by law). It is a descriptive Latin expression, not usually defined in legislation, and is used consistently across England & Wales, Scotland, Northern Ireland and Ireland; its consequences are shaped by case law within each context. Typical uses include company law, where a de facto director performs the functions of a director and may owe directors’ duties and face liability or disqualification despite no valid appointment; public law, where the de facto officer doctrine may...
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De facto and shadow directors under the Companies Act 2006: definitions, case law tests, duties, liabilities, adviser/lender/parent protections, and SBEEA 2015/CDDA 1986 developments
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Practice notes
This Practice Note provides an overview of the legal position relating to de facto and shadow directors of a company, pursuant to the Companies Act 2006 (CA 2006) as well as the common law.
Definition of 'director'
CA 2006 provides a broad, inclusive description of a director as 'any person occupying the position of director, by whatever name called'.
On that footing, and within that definition, the courts have recognised two classes of director:
- de jure directors, namely those directors properly and validly appointed in line with the company’s articles of association and CA 2006; and
- de facto directors
A further category, described as 'shadow directors', is separately defined in CA 2006.
A single individual may simultaneously fall into both shadow and de facto categories, for example where they perform a director’s role in one area of the business whilst directing the board in respect of another.
The remainder of this Practice Note considers the legal rules applicable to de facto and shadow directors below.
De facto directors
A de facto director is an individual who acts, in practice, in the capacity of a director of the company, despite not having been actually, or lawfully, appointed to that office...
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Web page updated on 21/05/2026
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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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