Who is liable for company decisions?

WHO IS A DIRECTOR?

Section 9 of the Corporations Act 2001 provides that the definition of a director also includes a person who is not validly elected as a director if:

1. They act in the position of a director (often referred to as a de facto director). A de facto director is someone who performs the tasks of a director, but is not formally a director of the company.It is important that the person performs functions one would reasonably expect to be performed by a director, and this is a question of degree which will depend on the commercial context of the company, its operations and governance structure; or
2. The directors of the company are accustomed to act in accordance with the person's instructions or wishes (often referred to as a shadow director). A shadow director is someone who has enough influence over a majority of the directors to be able to influence company decisions. He or she does not need to be able to influence all facets of the management of the