Deed of Access & Indemnity to Protect Directors

Australian Capital Territory
New South Wales
Northern Territory
Queensland
South Australia
Tasmania
Victoria
Western Australia
All Australian States + Territories

Create this legal Document

Contact us to create this legal document.

Full Service

We create a bespoke document based on
your instructions.

From:

A$

220

Lawyer Assisted

Create the document yourself with 30 mins help from a lawyer.

A$

220

Lawyer Assisted

Create the document yourself with 30 mins help from a lawyer.

A$

220

Lawyer Assisted

Lawyer Assisted is not yet available for this document.

Most Popular

Self Service

Create the document instantly yourself by entering the key details.

A$

110

Most Popular

Self Service

Create the document instantly yourself by entering the key details.

A$

110

Self Service

Self Service is not yet available for this document.

110

Thank you! Your message has been received!
Oops! Please check your details and try again.

Please turn your device to landscape mode to begin creating your document.

Please turn your device to landscape mode to begin creating your document.

Please turn your device to landscape mode to begin creating your document.

Please turn your device to landscape mode to begin creating your document.

No items found.

Directors' Duties

All directors have various duties under the Corporations Act 2001 (Cth) (CorporationsAct) to act in the best interests of the company.  

Usually, this means acting in the best interests of the shareholders, but these duties can also require directors to take into account the interests of other stakeholders like employees and creditors.  

The duties include acting with care and diligence, exercising their powers in good faith and for a proper purpose and preventing the company from trading when insolvent.  

The problem is that directors often have to make difficult decisions that involve judgement calls with limited information in circumstances in which the stakeholders have conflicting interests, so it's not always clear whether they have properly discharged all of their duties.

Potential Personal Liability

In some cases, directors can be personally liable for breaches of their director's duties.  

This can include civil and/or criminal penalties under the Corporations Act, legal costs incurred in defending themselves in regulatory investigations and/or legal proceedings and even being personally liable for debts of the company.  

Good Faith "bona fide" Discharge of Director's Duties Protected

Our Deed of Access and Indemnity is designed to help directors defend themselves from personal liability in the good faith "bona fide" discharge of their duties.

It expands on the statutory rights and powers of directors by giving them access to company books and records and an indemnity against legal costs and liabilities.

It also requires/permits the company to take out, and pay for, directors and officers (often abbreviated to "D&O")insurance on behalf of the director – this is a special type of business insurance policy that insures against such liabilities and costs.

Test your knowledge and get a discount for this document: take the .

Enter the code WHen you pay full price to Purchase one of the following Self Service documents:

No items found.

Re-Enter the code at checkout each time you buy the following documents to get a discount:

No items found.

Resources

What clients say

swipe left or right to view more testimonials
An illegal website is trying to use our name [a US-hosted duplicate of the entire business eCommerce Website] to gain advantages and scam customers. All the major search engines ignore it. James has initiated a DMCA takedown and will resolve the issue within one week. [Details Added for Clarity]. He understands how things work and knows the reason behind the issue.

Alex Ch. | DMCA Takedown Notice ➲ U.S. Online Copyright Infringment

,

Google

8

Jan 2024

Great service by james, very quick and minimal charges, glad to find Blue Ocean Law Group online. Definitely recommend to anyone and everyone for online law services. Thanks JAMES.

Mohar Singh

25

Oct 2023

After having received outrageous quotes from other firms, and wasting my money paying what I wasn't meant to pay, I finally found Blue Ocean Law Group online. Real people, solved my problem with empathy, communication, honesty and above all, professionality. A special thanks to James Ford. I will definitely keep this law firm in mind for any further issues, and highly recommend them if you want problems solved!! Thank you.

Wally Trotta

,

Google

15

Oct 2023

James is very helpful and patient with explaining the details. I look forward to working with you again in the future.

Ribbon Hime

11

Oct 2023

blueocean.law has awesome legal docs + legal wizards/services on its website! Especially its FREE U.S. Non-Immigrant Visa Application Legal Wizard [Global] which is right on point for my current business needs.

Aadeel Khan | U.S. Based SaaS Entrepreneur

15

Sep 2023

Meeting with James was a pleasure, I experienced something truly exceptional, and I can't help but share my enthusiasm through this review. The service I received was impeccable. James was not only highly professional but also genuinely friendly, making me feel like a valued client throughout that moment.

Ashraf Said | Justice of the Peace ➲ Accountant in Ingleburn (NSW) [1 of 3]

25

Aug 2023

blueocean.law's website is an incredible treasure trove of information! The depth and clarity of the content provided are truly impressive. It's evident that a lot of effort and expertise has gone into curating such a valuable resource. Thank you for creating a platform that’s engaging and very informative. Highly recommended.

Ashraf Said | Justice of the Peace ➲ Accountant in Ingleburn (NSW) [2 of 3]

25

Aug 2023

They were very knowledgeable and provided me with valuable information. Attention to detail was not limited, yet without sacrificing substance for style. In conclusion, our meeting provided an unforgettable experience, and the knowledge that I received was something truly remarkable. Highly recommended.

Ashraf Said | Justice of the Peace ➲ Accountant in Ingleburn (NSW) [3 of 3]

25

Aug 2023

This thought-provoking article underscores the often overlooked yet profoundly important aspect of estate planning – the ethical will or legacy letter – adding depth and significance to the process of passing down not just assets, but personal values and wisdom.

Penny McCreery | Lember & Williams | Lawyers In Caboolture #2

8

Aug 2023

General FAQ

Can Directors' rely on the BJR in Australia v. U.S.A?

Reliance on Professional Advisors v. Duty of Diligence

It is important to compare and contrast the major difference between the standard of the legal duty imposed on Directors in Australia versus the U.S.A.

Reliance on the work of professional advisors is available as a defense in the U.S.A so long as Directors can show they had a sufficient basis to reasonably believe their Professional Advisors are both reliable + competent.

In Australia, Directors are held to a much higher standard!

Under the Corporations Act, Directors have a mandatory Duty of Diligence to take additional steps and to make further inquiries to satisfy themselves with regard to the information and advice provided (even if it is provided by professional advisors they reasonably believe are reliable + competent).

Elliot J. at para [610-612]:

The Business Judgment Rule (BJR)

The Business Judgment Rule (BJR) defence/defense is available to Directors in both the U.S.A + Australia.

It appears that the above distinction between the reliance on professional advisors v. Duty of Diligence has been incorporated into each countries application of the BJR.

In the Australian version of the BJR, the third element states:

3️⃣ Informs her or himself about the subject matter of the judgment to the extent she or he reasonably believes to be appropriate …

In the U.S.A version of the BJR (refer below), Director's need to make an informed decision, but in doing so they can rely upon professional advisors they reasonably believe to be reliable + competent.

Once advice has been obtained from professional advisors, in the U.S.A. there is no duty to make any further inquiry beyond this point.

Elliot J. at para [620-626]

The Business Judgment Rule (BJR) in the U.S.A.

A Court will not second guess a business decision if it was:

1️⃣ Informed;

2️⃣ Made in Good Faith;

3️⃣ Without Conflicts of Interest; and

4️⃣ Had a Rational Basis.

So, whether Directors' will be held liable for breach of their duty of care depend on the facts …

✅ Was the Board reasonably informed?

✅ Did it do appropriate homework before making the decision (analyze information, deliberate)?

✅ Did it act in good faith, free of self-interest, and with the belief that the decision was in the best interest of the Corporation?

If so, the Directors' are not liable, despite the poor substantive outcome of the decision, because the BJR recognizes that a Director is not a guarantor of success.

Reliance on others: It is not unreasonable for a director to rely on information from officers, legal counsel, committees, etc. the director reasonably believes to be reliable and competent.

Directors' Duties in Australia

The article Directors duties: care & diligence, business judgment rule, good faith, use of position & information by the Commercial Law Barrister: Jonathan Wilkinson provides a useful summary of the Directors' Duties required under the Corporations Act in Australia as set out by Elliot J. in the recent Victorian Supreme Court decision United Petroleum Australia Pty Ltd v Herbert Smith Freehills [2018] VSC 347.

Source: For a more detailed discussion, please read our blog article.

Credits:

This FAQ was written by James D. Ford GAICD | Principal Solicitor, Blue Ocean Law Group℠.

Important Notice:

This FAQ is intended for general interest + information only.

It is not legal advice, nor should it be relied upon or used as such.

We recommend you always consult a lawyer for legal advice specifically tailored to your needs & circumstances.