Guide 2 of 5Corporations Act 2001, s 9AD
Officers who are not directors
Under section 9AD of the Corporations Act 2001, an officer of a corporation includes a person “who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation”, and a person “who has the capacity to affect significantly the corporation’s financial standing”. Neither limb mentions a board seat or a job title.
General information about the Act’s wording, not legal advice. Dotto is not a financial adviser, and this guide is not legal or financial advice. The official places to check are ASIC and the Act itself, listed at the foot of this page.
Subsection (1), complete
This is section 9AD(1) as it reads in compilation 149 of the Act (19 September 2026), every paragraph and its note.
“(1) An officer of a corporation (other than a CCIV) is:
(a) a director or secretary of the corporation; or
(b) a person:
(i) who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation; or
(ii) who has the capacity to affect significantly the corporation’s financial standing; or
(iii) in accordance with whose instructions or wishes the directors of the corporation are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person’s professional capacity or their business relationship with the directors or the corporation); or
(c) a receiver, or receiver and manager, of the property of the corporation; or
(d) an administrator of the corporation; or
(e) an administrator of a deed of company arrangement executed by the corporation; or
(f) a restructuring practitioner for the corporation; or
(g) a restructuring practitioner for a restructuring plan made by the corporation; or
(h) a liquidator of the corporation; or
(i) a trustee or other person administering a compromise or arrangement made between the corporation and someone else.
Note: Section 201B contains rules about who can be a director of a corporation.”
Corporations Act 2001, s 9AD(1), compilation 149
Three kinds of officer
The paragraphs fall into three groups. The grouping is this guide’s, to make the list easier to read; the Act lists them in one run.
| Group | Paragraphs | Who |
|---|---|---|
| By position | (a) | Directors and secretaries |
| By what they do | (b)(i) to (iii) | Decision-makers, people who can move the corporation’s financial standing, and people whose instructions or wishes the directors are accustomed to follow |
| By a formal appointment over the corporation | (c) to (i) | Receivers, receivers and managers, administrators, deed administrators, restructuring practitioners, liquidators, and trustees or others administering a compromise or arrangement |
Paragraph (b) is where officers who are not directors are found.
The three limbs of paragraph (b)
Decisions about the business
Limb (i) reaches a person who “makes, or participates in making” decisions that affect “the whole, or a substantial part” of the business. Two features of the words stand out. Taking part in a decision is enough; the person need not make it alone. And the decision must reach the whole business or a substantial part of it.
The capacity to affect the finances
Limb (ii) uses the word “capacity”: a person who “has the capacity to affect significantly the corporation’s financial standing”. The words are about what the person is able to do. They say nothing about whether the person has used that capacity.
Instructions the directors follow
Limb (iii) repeats the instructions test from the meaning of director in section 9AC(1)(b)(ii), with the same exclusion for advice given in the proper performance of functions attaching to a professional capacity or business relationship. The director guide reads that exclusion closely.
Officers of a partnership or association
Subsection (3) deals with an entity that is neither an individual nor a corporation. It is “Subject to subsection (4)”, which applies only for Chapter 2M, on superannuation entities. Under subsection (3), an officer of such an entity is:
- if the entity is a partnership, “a partner in the partnership”;
- if it is an unincorporated association, “an office holder of the 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 “who has the capacity to affect significantly the entity’s financial standing”.
Set against subsection (1), one limb is missing. Subsection (3) has no instructions limb: a person whose wishes the partners usually follow is not, by that alone, an officer of the partnership under this subsection.
Subsection (2) sends the meaning of officer of a CCIV, a corporate collective investment vehicle, to section 1224B.
Why it matters
The duties in sections 180 and 181 are written for “a director or other officer of a corporation”. Sections 182 and 183, on improper use of a position or of information, reach directors, other officers and employees. Because the Act’s dictionary in section 9 says officer “has the meaning given by section 9AD”, the limbs above decide who those duties reach as an officer. This guide does not restate the duties.
Section 9AD was added to the Act in 2023, by Act No. 76 of that year, and section 9 now refers on to it. A text that cites section 9 alone for the meaning of officer is citing the entry that now points here.