The Compendium

Certain decisions cannot be made using the deemed consent procedure, most notably decisions about an officeholder’s remuneration.

[See ‘Insolvency Act’ and ‘Officeholder’.]

De Facto Director

De facto directors are directors ‘in fact’. This means that they may not be entered on the ‘Register of Directors’ at Companies House, but in fact they are still directors, because they are ‘holding themselves out to be’ or allowing themselves to be ‘held out’ in this way.

A person can ‘hold themselves out to the world as being a director’ by:

• being a signatory on key documents, such as contracts, proposals, cheques, etc.;
• attending board meetings;
• hiring and firing staff;
• attending meetings and appearing to be a person who is a decision maker, or a key member of the management team;
• being a person with access to the company bank account, and making withdrawals and setting up payments.

A ‘de facto’ director can be seen and treated as a director and be accountable in the same way as a ‘legally appointed’ director can. For example, being ordered to make a personal contribution towards the estate of an insolvent company.

[See ‘Director’, ‘Holding Out’, ‘Register of Directors’ and ‘Companies House’.]

Deferred Consideration

The phrase ‘deferred terms’ is not a term of art, but one which legal practitioners use to refer to consideration that may or will be payable sometime in the future, rather than at completion of the land (business) sale.

Normally it is used in connection with asset and share sales.