The Act identifies categories of persons who may be treated as officers in default. The inquiry is provision-specific: designation is relevant, but responsibility, authority, consent, knowledge and the statutory wording still have to be mapped.
Personal exposure within corporate decisions
Corporate Fraud & Director/Promoter Liability
Cross-agency representation focused on role, knowledge, control, delegation, board process and the separation of company and individual interests.
Director named personally
Promoter implicated
Officer-in-default allegation
Independent or former director
Group-company investigation
Potentially conflicting interests
01 · Agency, event and exposure
The questions that organise the response.
What decision-making power and information did the person actually possess?
Which functions were delegated and how was oversight documented?
Is liability being inferred from designation rather than specific conduct?
Where do company, promoter, director and employee interests diverge?
02 · Core legal framework
The statutory map behind the investigation.
For company-law fraud, the alleged act, omission, concealment or abuse of position must be connected to the statutory intent and the asserted undue advantage, injury, wrongful gain or wrongful loss.
A filing, return, report, certificate, financial statement or examination can raise different questions about authorship, verification, reliance and knowledge. The original record should be separated from later summaries or explanations.
Personal exposure depends on the particular offence and evidence concerning the individual. Board role, delegation, reporting lines, actual control, recorded dissent, due diligence and benefit should be tested rather than assumed from title alone.
Primary sources checked
03 · What may happen next
A process map before a prediction.
- 01 Role and authority mapping
- 02 Decision and document chronology
- 03 Attribution analysis
- 04 Separate or coordinated representation
04 · Immediate lawful priorities
Protect the record, the person and the business.
Reconstruct responsibility from contemporaneous records rather than titles alone.
Identify conflicts before interviews, joint submissions or document decisions are made.
Keep individual strategy consistent across criminal, regulatory and company-law forums.
05 · Relief and response pathways
The response depends on stage, forum and objective.
Personal-liability response
Separate representation planning
Bail and summons strategy
Regulatory response
Trial and appellate representation
This is a non-exhaustive overview of the legal framework, reviewed on 25 August 2026. The applicable provision, limitation period, forum and relief depend on the notice, order and facts of the particular matter.
Law stated as at 25 August 2026.
06 · Frequently searched director questions
Designation, responsibility, resignation and conflicts.
Is a director automatically criminally liable for company fraud?
No single rule makes every director liable for every company offence. The applicable provision, actual role, authority, knowledge, consent, connivance, diligence, benefit and conduct alleged must be mapped to the individual rather than inferred only from designation.
What does “officer who is in default” mean under the Companies Act?
Section 2(60) identifies categories of officers who may fall within that expression. Whether it applies still depends on the contravention, assigned responsibility, authority, board or filing record and the precise liability provision being invoked.
What protection applies to an independent or non-executive director?
Section 149(12) contains a role-specific limitation for independent and certain non-executive directors, focusing on matters occurring with their knowledge attributable through board processes and with consent or connivance, or where they did not act diligently. The actual board record and statute remain decisive.
Does resignation end a former director’s exposure?
Resignation may define the period and authority held, but it does not automatically answer allegations concerning earlier conduct, filings, approvals or benefit. Appointment and resignation records should be read with the transaction chronology and the offence alleged.
Can auditors, chartered accountants or professional advisers be implicated?
Professionals may be examined where their reports, certificates, representations, diligence or alleged assistance form part of the case. Liability depends on the particular statutory duty and evidence of knowledge or participation; professional engagement alone is not a complete attribution case.
Can the company and a director have conflicting defence interests?
Yes. Interests may diverge over responsibility, document control, delegation, privilege, cooperation, benefit or statements. Conflict analysis should occur before common submissions, interviews or internal-investigation conclusions are shared.
Does calling an entity a shell company prove fraud or personal liability?
No. The label is not a substitute for evidence. Investigators may examine business activity, beneficial ownership, control, bank flows, related-party transactions, filings and commercial purpose. Personal liability still requires attribution under the offence and facts alleged.
A disciplined first message
Begin with the authority, event and immediate consequence.
Describe the situation only in general terms. Do not send confidential, privileged or sensitive material until the enquiry has been acknowledged and a suitable channel has been arranged.