Regulatory Alerts2018-09-12
Added · Updated
Q&A: Does directorship automatically constitute de facto directorship
Holding the title of a director of a private or public limited company does not automatically classify an individual as a de facto director. Liability is determined by who effectively instructed an offence or directed prohibited conduct, which may include individuals subordinate to the management board. Consequently, there is no strict liability for directors based solely on their articles of association, as the actual situation and actions are decisive.
Q&A
Read aloud
Question:
I am a director of a private or public limited company. Does that automatically make me a de facto director?
Published: 12 September 2018
Answer:
No, not by definition. The person subject to punishment is the person who effectively instructed an offence to be committed or who actually directed prohibited conduct. This will often but need not necessarily be a director. It may also be someone who is subordinate to the management board of a company but who in reality was in charge. Given that the actual situation is decisive, there is no strict liability on the part of directors under the articles of association.
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