Secretary of State for Trade and Industry v Becker [2003] 1 BCLC 555

• Defendant was alleged to be the shadow director of a company; he was sole shareholder, but his son was the director.

• Secretary of State claimed Defendant was behind the decision to put company into voluntary liquidation.

• Only evidence that son was accustomed to act in line with Defendant’s wishes was that both son and Defendant had been present at a meeting in which it was decided to put company in liquidation.

Held

• Fact that the company acted on one occasion in accordance with Defendant’s directions or instructions is not enough to make him a shadow director

  • Must be accustomed to so act.

• However to be ‘accustomed’ to act in line with Defendant’s instructions, not necessary for company to have done so the majority of the time.

Facts

• On facts, Defendant was not shadow director as there was insufficient evidence to show company was accustomed to act in accordance with his wishes.