A person who is intimately involved in all important decisions of a company, has the capacity to affect its financial standing, and in accordance with whose wishes the directors are accustomed to act, is an 'officer' within s 9 of the Corporations Act 2001 and owes fiduciary duties to the company, even if not formally appointed as a director. Such a person who uses the company's name, marketing identity, and personnel to obtain business opportunities must offer those opportunities to the company or obtain informed consent of the members. Diversion of such opportunities may constitute oppression of minority members' interests.
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