Re Kaytech International [1999] 2 BCLC 351

• Issue was definition of a de facto director.

Held

• Is no single test for whether someone is de facto director.

• Someone is de facto director if they have assumed the status and functions of a director 

  • I.e. so as to make themselves responsible as though they were a director

• On facts, Defendant was a de facto director

  • Had helped set up company:

    1. Had pretended to raise capital for company

    2. Had described himself as director on at least one important occasion

Relationship between shadow / de facto directors

• Concept of shadow directors and de facto directors are usually distinct

  • However they have common feature that person in question is alleged to have exercised real influence over company