A person who acts as a director without formal appointment is best described as a de facto director if:

• A. They are not a director and have no duties corresponding to directors.
• B. Their conduct as director may expose them to liability and the corporation to liability if recognized as a director.
• C. They can never be liable for corporate actions.
• D. They must be formally elected within 30 days.

Answer: (D)

A de facto director is someone who acts in the role of a director without a formal appointment. Because they participate in board matters and make decisions as if they were a director, they owe the same fiduciary duties to the company and can be personally liable for those director-like actions. The company can also incur liability if those acts are treated as having been done by the board. The key point is conduct and recognition as a director, not a formal election timetable.

So the statement that fits best is that their conduct as director may expose them to liability and the corporation to liability if recognized as a director. The idea that there’s a fixed deadline to elect them within 30 days isn’t the defining feature of being a de facto director, and the other options incorrectly deny the director-like status or responsibilities.