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HMRC internal manual

Compliance Operational Guidance

Alternative rights of recovery (PAYE directions): primary class 1 NICs: directors: definition of a director

Regulation 1(2) SSCR 2001 defines director to mean

a.  in relation to a company whose affairs are managed by a board of directors or similar body, a member of that board

b.  in relation to a company whose affairs are managed by a single director or similar person, that director or person

c.  any person in accordance with whose directions or instructions the company’s directors as defined in a) or b) above are accustomed to act; and for this purpose a person is not to be treated as such a person by reason only that the directors act on advice given by them in their professional capacity.

Shadow directors

Sub-Section c) of Regulation 1(2) SSCR 2001 is included to cover those persons who may be known as or referred to as a ‘shadow director’. This could be someone who may not be entitled or wish to be a named director because of insolvency or commercial reasons (This content has been withheld because of exemptions in the Freedom of Information Act 2000) . This sub-section however ensures that those people who provide advice for a company, such as a solicitor is not classed a ‘director’ merely because that person is the company’s legal adviser.  

A director is further defined for earnings period purposes in Regulation 8 SSCR 2001.