Officer

Glossary

For the purposes of the Corporations Act 2001 (Cth) (CA 2001), an officer of a corporation (other than a corporate collective investment vehicle (CCIV)) means:

A director or secretary of the corporation.
A person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation.
A person who has the capacity to significantly affect the corporation's financial standing.
A shadow director of the corporation.
A receiver, or receiver and manager, of the corporation.
An administrator, deed administrator, or liquidator of the corporation.
A trustee or other person administering a compromise or arrangement between the corporation and someone else.

(Section 9AD(1), CA 2001.)

An officer of a corporation that is a CCIV has the meaning given by section 1224B of the CA 2001 (section 9AD(2), CA 2001).

An officer of an entity that is neither an individual nor a corporation is:

A partner in the case of a partnership.
An office holder in the case of an unincorporated association.
In any case, a person who:
- makes, or participates in making, decisions that affect the whole, or a substantial part of the business of the entity; or
- has the capacity to significantly affect the entity's financial standing.

(Section 9AD(3), CA 2001.)

For the purposes of Chapter 2M of the CA 2001, an officer of a registrable superannuation entity is:

If the RSE licensee for the entity is a constitutional corporation or a body corporate, an officer of the constitutional corporation or body corporate.
If the RSE licensee for the entity is a group of individual trustees:
- each of those trustees; or
- a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the entity; or
- a person who has the capacity to affect significantly the entity’s financial standing.

(Section 9AD(4), CA 2021.)

The High Court of Australia has unanimously held that the definition of "officer of a corporation" (which was formerly in section 9, CA 2001 and is now contained in section 9AD, CA 2001) is not limited to those who hold or occupy a named office in a corporation or a recognised position with rights and duties attached to it (Australian Securities and Investments Commission v King [2020] HCA 4). For more information on that decision, see Legal update, High Court finds group CEO liable for Corporations Act contraventions as an "officer" of a subsidiary within the meaning of section 9: ASIC v King.

For an overview of the statutory duties imposed on directors and other officers of a corporation under the CA 2001, see Practice note: overview, Directors' duties: Statutory duties under the Corporations Act.

Officer | Practical Law