In Australia, directors duties are governed under the common law and reflected in the Corporations Act 2001 (Cth).
The particular fiduciary duties of directors depend on the circumstances and their relationship with the organisation. Fiduciary duties are typically owed to the company but can also extend to beneficiaries of corporate trustees as well as individual shareholders. Creditors can also be owed duties as discussed below. If the director is a director of a number of companies within the same group, then consideration needs to be given to each entities’ interests.
These are broadly as follows:
The duties in the Corporations Act enhance those under the general law and add to them. The Act also provides for various other remedies available from directors.
In addition to those listed above directors must:
See Chapter 2D for details of the duties as codified in the Corporations Act 2001 (Cth).
Directors generally owe duties to the company as a whole which means the shareholders as a general class of persons rather than any specific shareholder. However in appropriate circumstances the duties can extend to individual shareholders depending on the circumstances and the transaction in question.
Shareholders do however have rights for example to commence actions on behalf of the company where for example there are breaches of directors duties or seek remedies from the Court where oppression or unfair prejudice is present. These are two quite different remedies and care should be taken when relying on one or the other. Note also that shareholders can also be creditors depending on the circumstances
Directors have an important duty to prevent insolvent trading and if the company is on the verge of insolvency or in financial trouble they have an obligation to consider the interests of the creditors of the company. If they fail to do so and for example trade whilst insolvent, they might be pursued by the liquidator and this type of action can be funded by third party litigation funders if the prospects of success and recovery are good. We can assist you to obtain funding.
There are a number of different remedies depending on the cirucmstances. Directors can be made to compensate the company, compensate a creditor, account for profits, be disqualified from managing corporations, pay penalties and even subject to criminal prosecution under the Corporations Act 2001 (Cth)
The Fair Work Amendment (Protecting Vulnerable Workers) Bill 2017 (Bill) was introduced by the House of Representatives on 1 March 2017. A report of the Senate Education and Employment Legislation Committee is presently due by 9 May 2017. It is anticipated that the Bill (in its current form or otherwise
Employers who wish to sponsor skilled employees from overseas are, in summary, required under the subclass 457 scheme to provide terms and conditions which are at least equivalent to those which an Australian citizen or permanent resident would achieve performing the same work at the same location. This is an
1 ISSUE You have an employee who is under-performing in their work or behaviour and you wish to manage their performance and monitor it moving forwards. You may consider that a failure to improve in accordance with set guidelines should result in some form of disciplinary action. In doing so
Get bespoke legal documents tailored by a lawyer quickly. Complete our intake form to get started so that one of our lawyers can contact you within 24 hours.
This is a top-tier quality Services Agreement containing comprehensive terms for the provision of services by a specific service provider to a particular identified client. Designed to generally favour the service provider, including non-solicitation provisions. Flexible enough to cover almost any type of services and any arrangement structure.
Create fully customised terms of business to match your business’s specific needs and circumstances. Designed to be provided alongside a proposal, quote, work order or similar document, this solution offers unrivalled flexibility in the areas of ownership of intellectual property, payment and invoicing, termination options, indemnity, non-solicitation provisions and more.
Engaging staff as independent contractors rather than employees requires a carefully constructed Independent Contractor Agreement. Our automated solution is highly flexible across all areas, including the scope of services, fees, invoicing and payment structures. Includes features designed to protect your business.
Our full-form, top-tier quality Employment Contract has been meticulously drafted to set the “gold standard” for employment contracts in Australia. This is a highly comprehensive document, designed for use by employers who are serious about protecting their business from liability and competition. Use this for everything from a casual assistant position to a high-level professional or executive role.
Building on and improving ATO-approved documentation, our high-tech Employee Option Plan has been designed as a tax-deferred scheme, whether or not the startup tax concessions apply. Our expert team has tightened up the drafting and taken the document to the next level. Automatically generate customised offer letters at the same time.
Customisable to meet the requirements of any business – from office environments to food-related businesses and even construction/manufacturing – our Employee Handbook provides a comprehensive set of staff policies and procedures, unrivalled by any other product available online.