Rules Mate

Director duties checklist

Director duties self-assessment checklist

Director duties extend well beyond Corporations Act ss 180-184. AML/CTF obligations land on boards, the model WHS Act imposes specific officer duties, and Director Penalty Notices put unpaid PAYG/SG/GST on directors personally. This checklist scores your exposure and outputs the must-do items.

Last verified: 5 June 2026
Question 1 of 1010%
Director duties

How do you evidence the care and diligence (s 180) underpinning major board decisions?

ASIC v Cassimatis and ASIC v Healey set the standard. Boards must apply their own minds to material decisions.

This checklist is a structured prompt — not legal advice. It cites the relevant Act and section against each item so you can verify the source. Engage a qualified adviser before relying on the output for board, regulator or transaction purposes.

Frequently asked questions

Do these duties apply to NFP and association directors?
Yes — directors of companies limited by guarantee are caught by ss 180-184. Charity Responsible Persons have parallel duties under the ACNC Governance Standards. State association statutes impose equivalent duties on committee members.
Does the business judgment rule still apply?
Yes. Section 180(2) provides a safe harbour for ss 180(1) breaches where the decision was made in good faith for a proper purpose, with no material personal interest, informed about the subject matter, and rationally believed to be in the corporation's best interests.
How does this checklist treat shadow directors?
Shadow and de facto directors are caught by the same duties — see s 9 (definition of director). If the checklist applies to your role, your shadow influence does too.