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What are the directors' substantive duties under the Corporations Act?

Directors are subject to a number of substantive duties under the Corporations Act (as well as generally at law). The Corporations Act sets out a number of the more important duties of directors, including:

  • to act in good faith;
  • to not improperly use their position;
  • to not improperly use information that they have obtained by virtue of being an officer of the company;
  • to act in the best interests of the company;
  • to avoid conflicts between the interests of the company and the director's interests;
  • to act honestly;
  • to exercise care and diligence;
  • to prevent the company trading while it is unable to pay its debts; and
  • if the company is being wound-up, to report to the liquidator on the affairs of the company and to help the liquidator (by, for example, giving to a liquidator any records of the company that the director has).

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