Corporations Act. Australia
liability, see section 6.1 of the Criminal Code.
178D Time within which ASIC must be notified
A proprietary company must notify ASIC under section 178A within the time determined by this table.
Time within which the company must notify ASIC
Item
If the need to add or alter a particular arises in connection with this event…
The company must notify ASIC within this time…
1
the Court orders the company to correct its member register kept under section 169
at the same time that it notifies ASIC of the correction under subsection 175(3)
2
the company divides shares into classes, or converts shares of a class into shares of another class
within the time within which it must notify ASIC of the particulars of the division or conversion under subsection 246F(1)
3
the company issues shares
within the time within which it must notify ASIC of the particulars of the issue under subsection 254X(1)
4
the company reduces its share capital
within the time within which it must notify ASIC of shareholder approval of the reduction under subsection 256C(3)
5
an event not covered by items 1 to 4
within 28 days after the day on which it adds or alters the particular in the register
Chapter 2D — Officers and employees
Part 2D.1 — Duties and powers
179 Background to duties of directors, other officers and employees
(1) This Part sets out some of the most significant duties of directors, secretaries, other officers and employees of corporations. Other duties are imposed by other provisions of this Act and other laws (including the general law).
(2) Section 9 defines both director and officer. Officer includes, as well as directors and secretaries, some other people who manage the corporation or its property (such as receivers and liquidators).
Division 1 — General duties
18 °Care and diligence — civil obligation only
Care and diligence — directors and other officers
(1) A director or other officer of a corporation must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they:
(a) were a director or officer of a corporation in the corporation’s circumstances; and
(b) occupied the office held by, and had the same responsibilities within the corporation as, the director or officer.
Note: This subsection is a civil penalty provision (see section 1317E).
Business judgment rule
(2) A director or other officer of a corporation who makes a business judgment is taken to meet the requirements of subsection (1), and their equivalent duties at common law and in equity, in respect of the judgment if they:
(a) make the judgment in good faith for a proper purpose; and
(b) do not have a material personal interest in the subject matter of the judgment; and
(c) inform themselves about the subject matter of the judgment to the extent they reasonably believe to be appropriate; and
(d) rationally believe that the judgment is in the best interests of the corporation.
The director’s or officer’s belief that the judgment is in the best interests of the corporation is a rational one unless the belief is one that no reasonable person in their position would hold.
Note: This subsection only operates in relation to duties under this section and their equivalent duties at common law or in equity (including the duty of care that arises under the common law principles governing liability for negligence) — it does not operate in relation to duties under any other provision of this Act or under any other laws.
(3) In this section:
business judgment means any decision to take or not take action in respect of a matter relevant to the business operations of the corporation.
181 Good faith — civil obligations
Good faith — directors and other officers
(1) A director or other officer of a corporation must exercise their powers and discharge their duties:
(a) in good faith in the best interests of the corporation; and
(b) for a proper purpose.
Note: 1: This subsection is a civil penalty provision (see section 1317E).
Note: 2: Section 187 deals with the situation of directors of wholly‑owned subsidiaries.
(2) A person who is involved in a contravention of subsection (1) contravenes this subsection.
Note: 1: Section 79 defines involved.
Note: 2: This subsection is a civil penalty provision (see section 1317E).
182 Use of position — civil obligations
Use of position — directors, other officers and employees
(1) A director, secretary, other officer or employee of a corporation must not improperly use their position to:
(a) gain an advantage for themselves or someone else; or
(b) cause detriment to the corporation.
Note: This subsection is a civil penalty provision (see section 1317E).
(2) A person who is involved in a contravention of subsection (1) contravenes this subsection.
Note: 1: Section 79 defines involved.
Note: 2: This subsection is a civil penalty provision (see section 1317E).
183 Use of information — civil obligations
Use of information — directors, other officers and employees
(1) A person who obtains information because they are, or have been, a director or other officer or employee of a corporation must not improperly use the information to:
(a) gain an advantage for themselves or someone else; or
(b) cause detriment to the corporation.
Note: 1: This duty continues after the person stops being an officer or employee of the corporation.
Note: 2: This subsection is a civil penalty provision (see section 1317E).
(2) A person who is involved in a contravention of subsection (1) contravenes this subsection.
Note: 1: Section 79 defines involved.
Note: 2: This subsection is a civil penalty provision (see section 1317E).