The titleThe test in the Act
Directors, officers and partners: who the law counts, whatever the title
A name on a door does not settle who is a director, an officer or a partner in law. The Corporations Act 2001 counts a person as a director “regardless of the name that is given to their position”, and it can count someone not validly appointed, while the Partnership Acts of New South Wales and Queensland make each partner in an ordinary firm an agent of the firm and of the other partners.
This guide, published by Dotto, sets out those tests as the Acts state them, from the official texts listed at the foot of each page.
Dotto is not a financial adviser, and this guide is not legal or financial advice. For companies, the official place to check is ASIC and the Act itself; for partnerships, the Partnership Act of the state or territory concerned.
Five titles, five tests
Each guide takes one question and answers it from the provision that decides it, printed as the Act states it.
- Corporations Act, s 9AC
When an adviser is a director in law
A person can be a director without an appointment, if they act in the position or the directors are accustomed to act on their instructions or wishes. Advice given in the proper performance of a professional role is carved out.
- Corporations Act, s 9AD
Officers who are not directors
An officer includes a person “who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business”, and one with the capacity to move its financial standing significantly.
- Corporations Act, s 115; Regulations, reg 2A.1.01
How many partners a firm may have
The Act’s number is 20 members for a partnership with an object of gain. The Regulations set higher numbers for some professions, from 50 up to 1,000 for accountants.
- Partnership Acts, NSW and Queensland
When one partner binds the firm
In both states, a partner’s act in carrying on the firm’s kind of business in the usual way binds the firm and the other partners, with one narrow exception.
- Partnership Acts; Venture Capital Act 2002
Incorporated limited partnerships
A partnership that is a body corporate, open in NSW and Queensland only to partnerships registered, or to be registered, under the Venture Capital Act 2002 and to partnerships that are, or are meant to become, venture capital management partnerships (NSW also allows circumstances its regulations prescribe), where a limited partner has no liability for the partnership’s liabilities, although capital it has contributed or owes can be used to meet them.
The tests side by side
In every row the test is an appointment, a role or conduct. None of them is the name of a position.
| Role | Where the test is | What the test looks at |
|---|---|---|
| Director of a company | Corporations Act 2001, s 9AC(1) | Appointment to the position, whatever it is called; or, without a valid appointment, acting in the position of a director, or the directors being accustomed to act on the person’s instructions or wishes. |
| Officer of a corporation | Corporations Act 2001, s 9AD(1) | Directors and secretaries; people in the decision-making, financial-standing or instructions limbs; and receivers, administrators, restructuring practitioners, liquidators, and trustees or others administering a compromise or arrangement. |
| Officer of a partnership | Corporations Act 2001, s 9AD(3) | Every partner, and anyone in the decision-making or financial-standing limbs. There is no instructions limb here. |
| A partner who binds the firm | Partnership Act 1892 (NSW), s 5(1); Partnership Act 1891 (Qld), s 8(1) | An act for carrying on, in the usual way, business of the kind the firm carries on. |
| Someone held out as a partner | Partnership Act 1892 (NSW), s 14(1); Partnership Act 1891 (Qld), s 17(1) | Representing oneself, or knowingly letting oneself be represented, as a partner; liable as a partner to anyone who gave the firm credit on the faith of it. |
Why the label matters
The Corporations Act’s duties of care and diligence and of good faith, in sections 180 and 181, are written for “a director or other officer of a corporation”. Sections 182 and 183, on the improper use of a position or of information, also reach employees. Because the Act’s dictionary sends “director” and “officer” to sections 9AC and 9AD, the tests above decide who those sections reach. This guide does not restate the duties themselves; they are in volume 1 of the Act, listed below.
For a partnership, the label matters in a different way: what one partner does in the ordinary course can make every partner liable, and a person who lets themselves be presented as a partner can be liable as one. The guide on when one partner binds the firm sets out each rule in the two states.
The texts this guide was read from
Section 9 of the Corporations Act, its dictionary, now says that director “has the meaning given by section 9AC” and officer “has the meaning given by section 9AD”. Both sections were added by an amending Act of 2023, No. 76. A text that cites section 9 alone for either meaning is pointing at the entry that now refers on to these sections.
Every page was checked on 10 October 2026 against these versions: the Corporations Act 2001 at compilation 149 (19 September 2026); the Corporations Regulations 2001 at compilation 214 (1 September 2026); the Partnership Act 1892 (NSW) in the version of 13 January 2023; the Partnership Act 1891 (Qld) as current at 1 July 2025; the Venture Capital Act 2002 at compilation 10 (14 October 2024); and the Income Tax Assessment Act 1936 at compilation 192 (1 July 2026). A later amendment could change any of them.