the ‘nerve centre’ and de facto administrators


Mr Justice Edwin Johnson delivered judgment final week in Umbrella Care Ltd v Nisa & Ors [2022] EWHC 86 (Ch). Amongst the issues he thought of was whether or not a person was a de facto director of an organization. 

I word his judgment right here as a result of it supplies an additional illustration of what we’d name the ‘nerve centre’ check: was the person the nerve centre, or one of many nerve centres, from which the actions of the corporate radiated?  Because the trial decide famous – like HHJ Hodge earlier than him in Ingram v Singh [2018] EWHC 1325 (Ch) – asking if a person was a part of the corporate’s governance construction, an strategy endorsed in Holland v HMRC [2010] UKSC 51, could also be of much less help in figuring out if they’re a de facto director the place the corporate’s affairs have been carried out informally within the absence of any formal governance construction.

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