If you are involved in a commercial dispute, you should seek legal advice. The information in this fact sheet is intended for informational purposes only and should not be taken as legal advice.
Whilst you may not have been formally appointed as a company director or listed on the ASIC website, you may be a shadow director if you:
Act in the role of a director; or
The other directors of the company follow your instructions.
However, you are not considered a shadow director if your advice is followed by other directors because the advice is given in your professional capacity. To be considered a shadow director, you must have the potential to control decisions of the other directors and exercise the power to do so.
Please note that a company can be a shadow director.
A shadow director holds the same duties as a formally appointed director, and is liable for any breaches of said duties. The relevant duties include:
Duty to prevent insolvent trading;
Duty to act in good faith;
Duty to not gain an advantage at the expense of the company;
Duty to exercise care and skill;
Duty to disclose any material personal interests that relates to the affairs of the company.
If you are concerned as to whether you are a shadow director, please contact D'Angelo Legal on 9381 1147 or firstname.lastname@example.org to obtain advice.