Problem Question Alex , Mary and Jacob establish a company in which they each take shares . Alex has another job as an accountant and so he contributes most of the money to the new company and receives GUY of the shares in the company . Alex is quite busy with his accountancy practice and so he chooses not to become a director of the company . Mary and Jacob plan to run the business themselves and each takes a 20%` shareholding and also act as officially appointed directors . However , Jacob forgets to submit a written acceptance of his role as a director . During the first year the company runs very well with Mary acting as CEO and Jacob as company secretary . However , given that Alex owns a majority of the shares in the company , he is consulted about any significant decisions by Mary and Jacob . If Alex disagrees with the course of action proposed by Mary and Jacob , then normally they will compromise to suit Alex. One day while Alex is inspecting the company's accounts ( which he regularly does ! he notices some accounting anomalies which suggest that Mary has been misappropriating funds from the company . Furthermore , Alex believes that the company has been insolvent for some time . ( a) Does Alex fit within the definition of an officer under the Corporations Act ?" (b ) Can Jacob avoid liability as a director by arguing that he was not officially appointed ( due to the fact that he did not accept his position in writing )