Section 155(1) of the Companies Act 2006 requires every company in the UK to have at least one director who is a natural person. Effectively this has plugged a major loophole in the company form of business structure where enterprising businessmen could shirk the director’s responsibilities by appointing corporate directors.
Here is a classical case:
The Supreme Court decided in its judgement handed down on 24 November 2010 in Holland v HMRC Commissioners [2010] UKSC 51 that Mr Holland who appointed corporate directors to various subsidiaries he created was not a de facto director.
Essentially the case pertained to a married couple holding 50% each of the issued share capital of a company P that held 100% of the issued share capital of two subsidiary companies. The subsidiaries were appointed to act as the director and secretary of 42 companies further down. Although ‘associated’ within ICTA 1988 s 13, none of these companies accounted for the higher rate of corporation tax. The companies went into administration and then into liquidation. HMRC, the lone creditor, held that the couple were de facto directors of the 42 companies and therefore liable for the unpaid tax. The Supreme Court held by a 3-2 majority that the Mr Holland was not a de facto director. The lower courts had already held that his wife was not a de facto director.
