The Concept and Liability of Shadow Director in the Companies Law (Comparative Study in English and Iranian Law)

Directors of companies are elected to manage the companies but elected directors of the companies do not direct always، rather the parties direct the company from the behind of the direction scenes; they are shadow directors. With the review of identification criteria and sanctions of shadow director in the England and Iranian law، the following results have been obtained: a) Shadow director is a person who directs the company from the behind of the direction scenes; b) Shadow director must be continuously controlled on the majority of board members; c) Shadow director in the English law is the director of company; d) In case of violation of the obligations and duties of directors، the shadow director is responsible while he/she is not obtaining benefits of direction; and e) shadow director is not responsible in the rule of liability in the Iranian Law.