This is an interesting read (my emphasis in the pasted text). I wonder what the 'certain circumstances' are, mentioned in the last sentence.
https://asic.gov.au/for-business/small-business/starting-a-company/small-business-company-directors/company-director-liabilities-when-things-go-wrong/#consequencesConsequences of failing to perform director duties
If you fail to perform you duties as a director, you may:
- be guilty of a criminal offence with a penalty of up to a maximum of $200,000, or imprisonment for up to five years, or both
- have contravened a civil penalty provision (and the court may order you to pay to the Commonwealth up to $200,000)
- be personally liable to compensate the company or others for any loss or damage they suffer
- be prohibited from managing a company.
Are shareholders liable for company debts?
The members of a ‘limited’ company are not liable (in their capacity as shareholders) for the company’s debts. As shareholders, their only obligation is to pay the company any amount unpaid on their shares if they are called upon to do so. However, members who are also directors may become personally liable under certain circumstances.
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