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This Self-Service / Lawyer-Assisted legal document allows you to automatically generate the required minutes of a board meeting, or written resolutions of the directors, to approve the execution of documents by the company.
Our online process incorporates Embedded Lawyer-Logic to determine whether to use written resolutions or a board meeting.
You can use this document package for the execution of any type of documents, including:
✅ Contracts;
✅ Forms;
✅ Corporate trustee related administration where it relates to the execution of documents for the company side of Trust Administration.
Our FREE Director ID 💼 Legal Wizard is designed to assist you to determine when you are legally required^ under the Corporations Act 2001 (Cth.) to apply for a Director ID BEFORE you are appointed as a Director or an Alternate Director/Power of Attorney.
Failure to apply for a Director ID when required to do so is a criminal offence under s. 1272C of the Corporations Act 2001 (Cth.) carrying a maximum penalty of $13,200, and potential civil penalties of up to $1,100,000.
For more information please read our FAQ's about Director ID's:
➲ What are the criminal + civil penalties if you fail to have a Director's Identification number?
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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).
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.
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.
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.
Stamp duty is payable by the person declaring or establishing the Trust.
In some Australian jurisdictions Stamp Duty is payable upon the establishment of a new Trust.
In NSW the Trust Deed must be stamped within 3 months of execution - cost $500.
$10 per additional stamped copy.
In VIC the Trust Deed must be stamped within 30 days of execution - cost $200.
No charge to stamp additional copies.
In the NT the Trust Deed must be stamped within 60 days of execution - cost $20.
$5 per additional stamped copy).
In TAS the Trust Deed must be stamped within 90 days of execution - cost $50.
No charge to stamp additional copies.
If you fail to pay stamp duty on time, a penalty will apply.
You will also be liable for interest on the late payment.
If the Trust Deed is physically signed in a jurisdiction such as the ACT, QLD, SA, or WA then no Stamp Duty is payable.
No time limits apply for stamping in these jurisdictions.
Contact us to have a Duties Notice of Assessment + Duties Statement generated.
You can then pay the EDR by BPAY, electronic funds transfer (EFT) or mail.
Credits:
This FAQ was created 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.
