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Legal > Business & Online Start-ups

Director’s Duties:

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Directors govern a company on behalf of its shareholders. The Corporations Act imposes a variety of statutory duties upon directors. All directors have legal duties and responsibilities found under the Corporations Act and/or common law:

  • A director must exercise their powers and discharge their obligations with reasonable care (Section 180);
  • A director must exercise their powers and discharge their duties in good faith, in the best interests of the company and for a proper purpose (Section 181);
  • An officer must not improperly use their position to gain advantage for themselves or someone else, or to cause detriment to the corporation (Section 182);
  • An officer must not make improper use of information for personal advantage or to the detriment of the corporation (Section 183);
  • A duty to act honestly and in good faith (Section 184);
  • An officer who delegates any of their powers to someone else is responsible for the actions of the delegate (Section 190);
  • A duty to disclose all material personal interests (Section 191);
  • A duty to keep proper books and records that explain transactions and the financial position of the company (Section 286)
  • A duty to avoid insolvent trading (Section 588G).

If you require assistance with understanding your directors’ duties or are being investigated for a breach of these duties, you may wish to contact our office and arrange an appointment to see one of our Business & Online Start-Up Solicitors in our Sydney office. For a complete listing of our offices, please see our "Locations" tab.

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