Section 164 | Criminal liability of responsible persons

(1)If an offence under section 163 is committed by a body corporate or a partnership and—

(a)is committed with the consent or connivance of a responsible person, or

(b)is attributable to the neglect of a responsible person,

the responsible person commits the offence (as well as the body or partnership).

(2)A “responsible person” means—

(a)in relation to a body corporate other than one whose affairs are managed by its members—

(i)a director, manager, secretary or other similar officer of the body, or a person purporting to act in such a capacity, or

(ii)a shadow director within the meaning given in section 251 of the Companies Act 2006;

(b)in relation to a limited liability partnership or other body corporate whose affairs are managed by its members—

(i)a member exercising management functions, or purporting to do so, or

(ii)in the case of a limited liability partnership, a shadow member;

(c)in relation to a partnership, a partner or a person purporting to act in that capacity.

(3)In this section, a “shadow member” means a person in accordance with whose directions or instructions the members of the limited liability partnership are accustomed to act, save that a person is not a shadow member by reason only of the fact that the members act on advice given by that person in a professional capacity.