Spotlight on the Shadows: Shadow Directors in Australia

With Fiona Shand of Shand & Associates

1. Shadow Directors

The definition of director in the Corporations Act 2001 (Cth) extends beyond those whose names appear on the records of the Australian Securities and Investments Commission. The Corporations Act defines a director as:

(a) a person who is:

(i) appointed to the position of a director; or

(ii) is appointed to the position of an alternate director and is acting in that capacity;

(iii) regardless of the name that is given to their position; and

(b) unless the contrary intention appears, a person who is not validly appointed director if:

(i) they act in the position of a director or the directors of the company; or