COMPANIES ACT 2016 - A person shall not be regarded as a person in accordance with whose directions or instructions the directors of a company are accustomed to act by reason only that the directors act on advice given by him in a professional capacity.
COMPANIES ACT 2016
A person shall not be regarded as a person in accordance with whose directions or instructions the directors of a company are accustomed to act by reason only that the directors act on advice given by him in a professional capacity.
Under the Companies Act 2016, a person is not regarded as exercising control over the directors of a company merely because the directors follow professional advice given by that person. This provision recognises that directors frequently rely on the expertise of qualified professionals when making corporate decisions and that such reliance does not, by itself, make the adviser a person who directs or controls the company's affairs.
Professionals such as lawyers, company secretaries, accountants, auditors, tax advisers, insolvency practitioners, financial advisers, consultants, engineers, architects, and other recognised experts routinely provide advice within the scope of their professional qualifications. Directors remain responsible for evaluating that advice and exercising their own independent judgment when making decisions on behalf of the company.
Accordingly, the mere fact that directors regularly follow professional advice does not mean that the adviser is a shadow director, controller, or a person in accordance with whose directions or instructions the directors are accustomed to act. The adviser does not assume the legal responsibilities, duties, or liabilities of a director simply because the advice is accepted or implemented.
However, this statutory protection applies only where the advice is given in a genuine professional capacity. If a person goes beyond providing independent professional advice and effectively directs, controls, or influences the board's decision-making so that the directors habitually act in accordance with that person's directions or instructions, the person may still be regarded as a shadow director or otherwise be subject to the relevant provisions of the Companies Act 2016.
This distinction preserves the ability of directors to obtain expert advice without exposing professional advisers to unintended director-level duties, while ensuring that individuals who exercise actual control over a company's affairs cannot avoid legal accountability merely by presenting themselves as advisers.
A person shall not be regarded as a person in accordance with whose directions or instructions the directors of a company are accustomed to act by reason only that the directors act on advice given by him in a professional capacity.
Under the Companies Act 2016, a person is not regarded as exercising control over the directors of a company merely because the directors follow professional advice given by that person. This provision recognises that directors frequently rely on the expertise of qualified professionals when making corporate decisions and that such reliance does not, by itself, make the adviser a person who directs or controls the company's affairs.
Professionals such as lawyers, company secretaries, accountants, auditors, tax advisers, insolvency practitioners, financial advisers, consultants, engineers, architects, and other recognised experts routinely provide advice within the scope of their professional qualifications. Directors remain responsible for evaluating that advice and exercising their own independent judgment when making decisions on behalf of the company.
Accordingly, the mere fact that directors regularly follow professional advice does not mean that the adviser is a shadow director, controller, or a person in accordance with whose directions or instructions the directors are accustomed to act. The adviser does not assume the legal responsibilities, duties, or liabilities of a director simply because the advice is accepted or implemented.
However, this statutory protection applies only where the advice is given in a genuine professional capacity. If a person goes beyond providing independent professional advice and effectively directs, controls, or influences the board's decision-making so that the directors habitually act in accordance with that person's directions or instructions, the person may still be regarded as a shadow director or otherwise be subject to the relevant provisions of the Companies Act 2016.
This distinction preserves the ability of directors to obtain expert advice without exposing professional advisers to unintended director-level duties, while ensuring that individuals who exercise actual control over a company's affairs cannot avoid legal accountability merely by presenting themselves as advisers.
《2016 年公司法》
任何人士，仅因公司董事按照其以专业身份所提供的意见行事，不得因此被视为董事惯常依照其指示或指令行事的人士。
根据《2016年公司法令》，任何人士不会仅因公司董事采纳其以专业身份（Professional Capacity）提供的意见，而被视为对董事拥有控制权或影响力的人士。 此条文确认，公司董事在作出企业决策时，经常需要依赖具备专业资格人士的专业意见，而董事采纳有关意见，并不会因此使该专业顾问成为指挥或控制公司事务的人士。
律师、公司秘书、会计师、审计师、税务顾问、清盘执业人（Insolvency Practitioners）、财务顾问、管理顾问、工程师、建筑师及其他获认可的专业人士，均会在其专业资格及执业范围内提供专业意见。
董事在取得有关专业意见后，仍须自行评估该意见，并独立行使其商业判断（Independent Judgment），以决定是否代表公司作出有关决定。
因此，即使董事经常采纳某专业人士所提供的意见，也并不表示该专业人士属于《2016年公司法令》所指董事惯常依照其指示或指令行事的人士，亦不会因此自动成为“影子董事（Shadow Director）”或公司的实际控制人（Controller）。
专业顾问不会仅因其意见被董事接受、采纳或执行，而承担董事所应负的法定义务、受信责任（Fiduciary Duties）或法律责任。
然而，这项法定保障仅适用于真正以专业身份提供独立意见的情况。
倘若某人士已超越提供专业意见的角色，实际上参与董事会决策、控制董事会运作，或对董事施加重大影响，以致董事惯常按照该人士的指示或指令行事，则该人士仍有可能被视为：
• 影子董事（Shadow Director）；
• 公司的实际控制人（Controller）； 或
• 依据《2016年公司法令》承担相关法律责任的人士。
此项规定一方面保障董事能够放心寻求专业意见，而不会因采纳专业建议而令专业顾问无意间承担董事层级的法律责任；另一方面，亦防止真正控制公司事务的人士，仅以“专业顾问”身份作为掩饰，从而逃避其应承担的法律责任及监管义务。
Aug 04,2026