According to the Companies and Allied Matters Act, Director are persons ‘duly appointed’ by the company to direct and manage the business of the company. The phrase ‘duly appointed’ is key in this definition because by the Act, any person that puts himself out to be a director of a company without being duly appointed commits and offence and will be liable to imprisonment for two years or a fine, subject to the discretion of the Court.

There is however a rebuttable presumption in favour of any person dealing with the company that all persons who are described by the company as directors, are duly appointed. This protects unassuming third parties.

The Act also recognizes a class of directors who may not have been duly appointed but have influence and direct the activities of the duly appointed directors. These are called Shadow Directors. Section 270 of the Act expressly states that Directors include persons on whose instructions and directions the appointed directors are accustomed to act.

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