Directorship is defined by substance, not title. English law looks beyond Companies House filings to identify who is truly exercising control. Those who act as directors, or whose instructions are habitually followed by the board, may find themselves subject to the same duties and liabilities as formally appointed directors. A de facto director is one who assumes the role of a director without valid appointment. The court examines what the individual actually did, not how the

Director: When Does Bad Judgment Become a Breach of Duty?

Directorship is no longer a purely corporate exercise. The modern legal landscape imposes personal responsibility on directors, and the margin for error is narrow. The protection of the corporate veil is real, but it is not absolute. Under UK company law, directors owe statutory duties to the company. These include the duty to act within powers, to promote the success of the company, to exercise independent judgment, and to act with reasonable care, skill and diligence. These