employment corporate-law
Are directors employees of the company?
<p>Directors tell the company what to do but most directors also get paid for their services. Does that make directors employees of the company?</p>

<p>In the U.S. a board member would not be an employee just by virtue of being a board member, even if they were compensated for attending board meetings. The CEO, an employee, might or might not also be a board member. Employees can be fired by their manager. A board member can't be fired from the board but, typically, only removed by a vote of shareholders. They are not assigned tasks by managers of the company.</p>
<p>This is 100% clear in CA under <a href="https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=UIC&amp;division=1.&amp;title=&amp;part=1.&amp;chapter=3.&amp;article=1.5." rel="nofollow noreferrer">employment code 622</a></p>
<blockquote>
<p>(a) “Employee” does not include a director of a corporation or
association performing services in his or her capacity as a director.</p>
</blockquote>
<p>I was a CEO of a private company I co-founded I was a board member as a result of voting myself on the board via my stock ownership. The majority of the board could fire me as CEO but I would still be a board member.</p>
<p>If outside board members did get compensation, it would be as a consultant, paid with a 1099.</p>
<p>The CA code does say that a board member could take on actual work, like auditing financial information, that might fall under the activities of an employee.</p>

<h2>Maybe</h2>
<p><a href="/questions/tagged/australia" class="post-tag" title="show questions tagged &#39;australia&#39;" rel="tag">australia</a></p>
<blockquote>
<p>The role of a company director is to govern a company on behalf of the shareholders or members
of that company.</p>
</blockquote>
<p><a href="https://www.companydirectors.com.au/-/media/cd2/resources/director-resources/director-tools/pdf/05446-6-2-duties-directors_general-duties-directors_a4-web.ashx" rel="nofollow noreferrer">General duties of directors</a></p>
<p>That role can be fulfilled in three ways:</p>
<ol>
<li><strong>Volunteer</strong> without payment as is the case with many non-profit or charitable corporations,</li>
<li><strong>Contractor</strong> for payment under a contract for service,</li>
<li><strong>Employee</strong> for payment under a contract of service.</li>
</ol>
<p>Only if the relationship between the company and the director is an employment relationship is the director an employee.</p>
<p>Whether a person is an employee or a contractor is a question of fact and generally what the company and the director <em>think</em> the relationship is, has very little bearing:</p>
<ul>
<li><a href="https://law.stackexchange.com/questions/18339/indepdendent-contractor-vs-regular-employee/18345">Indepdendent/Contractor vs Regular Employee</a></li>
<li><a href="https://law.stackexchange.com/questions/44698/independent-contractor-feeling-like-an-employee-will-californias-ab5-change/44718">Independent contractor, feeling like an employee - Will California&#39;s AB5 change my classification?</a></li>
<li><a href="https://law.stackexchange.com/questions/47032/what-would-go-into-proving-you-are-an-employee-and-not-a-contractor/47034">What would go into proving you are an employee and not a contractor?</a></li>
</ul>
<p>Being a director doesn’t automatically make one an employee but depending on the totally of the relationship, they might be.</p>
