Directors' and officers' duties: your duties and obligations to avoid personal liability

摘要

In this article, Laura Young and Lauren Drummond of HWL Ebsworth Lawyers provide an overview of the various directors' and officers' duties and obligations that expose company directors and officers to personal liability, and explore some strategies to minimise this risk. What are directors' and officers' duties? Hundreds of national, state and territory laws exist that impose personal liability on company directors and officers. For example, company officers and directors could be liable for: (a) breaches of the insolvent trading laws under the Corporations Act 2001 (Cth) (Corporations Act); (b) unpaid PAYG tax and superannuation under the Tax Administration Act 1997 (Cth); (c) breaches of statutory directors' duties under the Corporations Act 2001 (Cth); (d) company breaches of certain provisions of the Competition and Consumer Act 2010 (Cth); and (e) failures to comply with record keeping requirements imposed on companies under Australian Securities and Investment Commission (ASIC) regulations.