De jure and De facto Directors
When discussing the concept of directorship, two important terms frequently come up: De facto and De jure.
🔍 What Do These Terms Mean?
➡ De jure- is a state of affairs that is in accordance with law.
➡ While, De Facto- is a state of affairs that is true in fact, but that is not officially sanctioned.
👥 Understanding De jure and De facto Directors:
1. De jure director
➡ He is one that has been appointed to the company by proper law during the company formation process, or after the company has been formed.
➡ A de jure director is formally appointed through legal procedures, either during the company's formation or afterwards, aligning with the company's articles of association and the Companies Act, 2013.
➡ Example:
Consider a professional elected at the AGM, whose directorship is officially recorded in meeting minutes and filed with the Registrar of Companies (ROC).
2. De facto Director
➡ He is a person who has not been officially appointed as a director by the company but acts as director and is also held out as a director by the company.
➡ He has the same statutory director’s duties, authority, and powers to bind a company as a formally appointed director in law.
➡ Example:
In family-run businesses where a family member, not formally appointed, takes on the role and responsibilities of directing the company.
👉 Why Does It Matter?
Understanding these terms is vital for maintaining legal compliance and ensuring the company is led effectively. It helps in structuring a clear and effective leadership strategy, safeguarding the company and its stakeholders.
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