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Corporate Lawyers in Melbourne
Corporate and governance advice for the people the duties actually bind: directors, boards, and the companies they run. Company structure, compliance, transactions and restructures, and the personal liability that comes with holding office, advised by the team that acts in the director and insolvency disputes where those duties are tested.
Advice from where the duties get tested
A company is a separate legal person. That is the point of incorporating one, and it is where a lot of directors quietly assume their own exposure ends. It does not. Limited liability protects the money a company's shareholders put in. It does nothing for the way its directors run it.
Directors carry their duties personally, under the Corporations Act 2001 (Cth) and the general law. We spend a large part of our time acting where those duties are tested: director disputes, oppression claims, and insolvencies where a liquidator is asking what the board knew and when. That is the vantage point we advise from. When we build a company's governance, we build it against the questions we know get asked later, often under oath.
We act for directors, boards and companies in Melbourne and across Victoria.
What the office requires of you personally, and where it bites.
Board process, constitutions, conflicts, and the records that prove them.
How the company and group are held, and what that exposes.
Corporations Act and ASIC obligations, kept boring on purpose.
Share sales, restructures and reorganisations, done cleanly.
Solvency, safe harbour, and personal exposure when things turn.
The duties attach to the office, not the title
Limited liability is the most misunderstood idea in company law. It protects a shareholder's investment: if the company fails, they generally lose what they paid for their shares, and no more. It says nothing about how the company is run. The obligations of running it attach to the people who run it, personally.
Those obligations are the directors' duties. The Corporations Act 2001 (Cth) sets out the core of them: the duty of care and diligence (section 180), the duty to act in good faith and for a proper purpose (section 181), and the duties not to use your position or company information improperly (sections 182 and 183). Where the breach is dishonest or reckless, the same conduct can be a criminal offence (section 184). They run to the director, not the company, and incorporating does not move them.
Limited liability protects the money you put in. It does not protect the way you run the company.
Two things surprise directors most. The first is that you do not need to be formally appointed to be caught. The Act's definition of a director (section 9AC) reaches a person who acts in the position even without a valid appointment, and a person on whose instructions the board is accustomed to act. Title is not the test; conduct is. The second is that the duties can turn a company debt into your debt. A director has a positive duty to prevent the company incurring debts while it is insolvent (section 588G), and can be personally liable if they fail. The Act's safe harbour (section 588GA) protects a director who, on suspecting insolvency, starts to develop a course of action reasonably likely to lead to a better outcome, but only where they act early and keep the company's employee entitlements and tax up to date.
You may already be one
Being a director is a matter of what you do, not what you are called. Section 9AC reaches a person who acts in the role without a valid appointment, and a person on whose instructions the board is accustomed to act. People take on the duties, and the liability, without ever signing a consent to act.
The duties are personal
Sections 180 to 184 run to the director, not to the company. The business judgment rule (section 180(2)) protects a decision made in good faith, for a proper purpose, without a material personal interest, and on an informed basis. It protects the decision you thought about. It does not protect the one you left to someone else.
Where it becomes your debt
Section 588G makes preventing insolvent trading a personal duty. Section 588GA offers a safe harbour, but only to a director who acts early on a genuine turnaround, not one who waits and hopes. That difference is usually settled months before anyone calls a lawyer.
Governance built for the moment it is tested
Understand where the board is exposed
Who sits on the board, who actually directs it, how the company is structured, what the constitution and the records say, and where personal liability could attach. Most boards have a clear view of the commercial risk and a much dimmer view of the governance risk.
Fix the governance that carries risk
We prioritise by exposure, not by completeness: the constitution and board process, conflicts and disclosures under section 191, the way decisions are recorded, and the solvency position. You get a plain view of what we recommend, why, and what it costs.
Act when it is tested
Where a director dispute, an insolvency or a regulator turns up, the same team runs it. The governance was built for that moment, not for a filing cabinet.
Corporate advice for directors and boards
The three areas where getting it right early changes what happens when it is tested.
Duties & governance
The duties in sections 180 to 184, the board process that evidences them, the constitution, the conflicts and disclosures under section 191, and the financial records the company must keep for seven years under section 286. Governance is worth exactly what it is worth in hindsight.
Directors' dutiesStructure & protection
How the company and any group are held decides what is exposed when one part fails. We advise on company and group structure, on holding valuable assets away from trading risk, and on the interaction between companies, trusts and personal guarantees.
For owners and shareholdersDeals & restructures
Share sales, internal restructures and solvent reorganisations, and the related-party rules in Chapter 2E that decide when a benefit to a director or a related entity needs member approval. Deal execution for a business sale is run by our business team.
Business sales & acquisitionsA plain read on where the board is exposed
Initial consultations are confidential and run by senior practitioners who will tell you what actually carries risk for the company and its directors, and what does not.
Book a consultationDirector disputes and oppression
Boardroom deadlock, removal attempts, competing views on solvency, and the oppression claims that grow out of them. The Act calls it oppressive conduct of affairs (Part 2F.1), and any member can apply, not only a minority holder (section 234).
The court's powers are wide: it can order a buy-out, regulate the company's affairs, or wind the company up (section 233). See director disputes and shareholder disputes.
Insolvency and director protection
The point at which a director's duty to prevent insolvent trading (section 588G) stops being theoretical. The safe harbour (section 588GA) can protect a director who acts early on a genuine turnaround, but the protection is lost by delay, and by letting employee entitlements or tax fall behind.
The earliest decisions tend to decide the exposure. See corporate insolvency.
Trusted on the matters that mattered most
After speaking to many law firms, I felt that getting legal help was not for me. But my view completely changed after speaking with Special Counsel Peter Wood. He was knowledgeable, generous, kind, and genuinely caring. Peter listened with compassion and made me feel supported during a difficult time.
Highly professional, compassionate staff with a high level of knowledge and competence. Reliable, reassuring and there when you need them. Highly recommend.
From the moment I contacted Pentana Stanton Lawyers, I was under significant stress and needed clarity about my case. Their prompt and professional response stood out immediately, especially compared to other firms I had reached out to.
Questions directors and boards ask
Last reviewed July 2026. Statutory references are current to the Corporations Act 2001 (Cth) compilation registered 30 June 2026. This page is general information, not legal advice.
The duties applied the day you took office.
If you are a director or run a company in Melbourne and something is exposed, whether that is a governance gap, a transaction, or a solvency question that will not wait, arrange a consultation and we will give you a plain read on where you and the company stand.
See also: Directors Duties, Director Disputes, Corporate Insolvency, Shareholder Disputes.
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