Directors have a wide range of duties and obligations to a
company and its shareholders. They may be held personally liable in
certain circumstances, particularly if a company has failed to
comply with its obligations or has breached certain rules.
Therefore, it is critical to understand who falls under the
definition of a "director" of a company.
Unfortunately, it is not as straightforward as simply examining
ASIC records to determine the directors of a company. The
individuals appointed to the position of director will, of course,
be directors of the company. The purpose of this article is to
examine the situations in which other persons, who have not been so
appointed, may be deemed by the courts in Australia to be a
director of a company. Consideration of these issues is important
for inhouse counsel for two reasons:
