Anyone who is in the management of a company may be regarded as a director, even if that person has not formally been appointed as such [Corporations Act 2001 (Cth) s 9 — definition of "director")]. If the directors of a company are accustomed to act in accordance with the instructions or wishes of a particular person, that person is also a director. However, a person does not become a director simply because the directors act on her or his professional advice.
A director automatically ceases to be a director if the person becomes disqualified from managing corporations under Part 2D.6 Corporations Act 2001 (Cth) unless ASIC or the Court allows them to manage [s 203B].Section 206B of the Corporations Act 2001 (Cth) sets out the circumstances in which a person becomes automatically disqualified which includes being convicted of certain types of offences involving fraud or the management of a company or contraventions of the Corporations Act 2001 (Cth) (and its predecessors). A person who is bankrupt or subject to an arrangement under Part X of the Bankruptcy Act 1966 (Cth) may also be disqualified from managing a corporation [s 206B(3), s206B(4)]. In addition ASIC or the Court can make an order disqualifying a person from being a director [Corporations Act 2001 (Cth) s 206C — s 206F].
The content of the Law Handbook is made available as a public service for information purposes only and should not be relied upon as a substitute for legal advice. See Disclaimer for details. For free and confidential legal advice in South Australia call 1300 366 424.