Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Shadow Director definition

What does Shadow Director mean? A person who, without being formally appointed as a director, effectively tells the board what to do and whose directions the directors are accustomed to follow. In UK company law this is defined in Companies Act 2006, s 251; case law explains that “accustomed to act” means a pattern of habitual compliance by the board acting as a body. The Irish Companies Act 2014 defines shadow director in substantially the same terms, and usage is consistent across England & Wales, Scotland, Northern Ireland and Ireland. Advice given only in a professional capacity is excluded; an individual or...

Shadow directors and offshore companies: UK benefits in kind taxation under ITEPA 2003, covering accommodation, loans and residual benefits; Deverell and R v Allen; territorial scope and FA 2025 changes

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Practice notes

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STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime

Finance Act 2025 (FA 2025), which obtained Royal Assent on 20 March 2025, enacts measures scrapping the remittance basis and introducing a residence-based system, effective from 6 April 2025. FA 2025 also substitutes domicile as the principal criterion for determining exposure to inheritance tax. Additional reforms cover revisions to the rules for excluded property status, the removal of protected settlements status for offshore trusts, and adjustments to overseas workday relief. For details on these updates, refer to: Practice Notes: The abolition of the remittance basis of taxation from 2025–26, A new residence-based regime for IHT from 2025–26. See also: Finance Bill Tracking Service: Key dates (Finance Bill 2025) and Finance Act 2025. This Practice Note examines Shadow directors of offshore companies and the degree to which such individuals might incur Benefit in kind charges under the benefits code in the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). Note that the notion of a Shadow Director is not the same as a de facto director. The latter is a person who holds themselves out as acting as a director, even though not actually in practice acting or...

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Stephen Parnham

Stephen has over 30 years experience helping individuals, owner managed businesses and trustees improve their tax positions. As well as advising his own clients, he provides professional technical support to firms of Chartered Accountants and Solicitors from Hampshire in the south to the West Midlands and Shropshire in the north.He brings clarity and direction to complex tax issues. He is a Chartered Tax Adviser ( CTA ), a Trust and Estate Practitioner ( TEP ) and a member of the Association of Taxation Technicians ( ATT ). He is a member of the Society of Expert Witnesses and regularly contributes to the professional press....

Web page updated on 21/05/2026

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