Section 170 - Meaning of “directors”

(1) For the purposes of this Act “directors” means those persons, by whatever name called, who are appointed to direct and administer the business of the company.

(2) A person, not being a duly appointed director of a company,

(a) who holds out as a director or knowingly allows to be held out as a director of that company, or

(b) on whose directions or instructions the duly appointed directors are accustomed to act,

is subject to the same duties and liabilities as if that person were a duly appointed director of the company.

(3) Subsection (2) shall not derogate from the duties or liabilities of the duly appointed directors, including the duty not to act on the directions or instructions of any other person.

(4) Where a person, who is not a duly appointed director of a company, holds out as a director or knowingly allows to be held out as a director of the company, or if the company holds out that person, or knowingly allows that person to hold out as a director of the company, that person or the company, is liable to pay to the Registrar, an administrative penalty of two hundred and fifty penalty units.

(5) For the purposes of subsections (2), (3) and (4), a person who is described as director of a company, whether the description is qualified by the word “local”, “special”, “executive”’ or in any other way, shall be deemed to be held out as a director of that company.