Income Tax (Earnings and Pensions) Act 2003 section 554AD

Section 554AA: meaning of "director"

Section 554AD defines what "director" means for the purposes of the disguised remuneration rules that apply to close companies, and extends the definition to include shadow directors and those treated as holding an office.

• A "director" includes board members, sole directors, or company members who manage the company's affairs, depending on the company's governance structure.
• The definition extends to shadow directors — people whose directions or instructions the formal directors habitually follow.
• Professional advisers are excluded from the shadow director definition, provided the directors only act on advice given in a professional capacity.
• Anyone falling within this broad definition of "director" is treated as holding an office for tax purposes under this part of the legislation, even if they would not otherwise be regarded as an office-holder.