Who must comply with Discharge of directors' duties — practical evidence?

All company directors + officers.

What triggers Discharge of directors' duties — practical evidence?

Continuous discharge of directors' duties.

What is the maximum penalty for Discharge of directors' duties — practical evidence?

Civil penalties + criminal exposure for serious breaches

What evidence is required for Discharge of directors' duties — practical evidence?

Board minutes; papers; risk + audit committee attendance; training; advice records.

Rules Mate

Summary

Discharge of statutory duties (ss 180-183 Corporations Act) requires contemporaneous evidence. Board minutes + papers, attendance at risk + audit committees, due-diligence files, training + advice records all support the business judgment rule (s 180(2)) defence.

Enforced by

ASIC

Source legislation

corporations act 2001

Entity types

company

Topics

directorsevidence

Related obligations

CWLTHApply for a Director Identification Number (Director ID)Every director needs a Director ID before appointment — apply via ABRS.
CWLTHComply with directors' general law and statutory dutiesDirectors owe duties of care and diligence (s 180), good faith (s 181), no improper use of position (s 182) or information (s 183).
CWLTHPrevent insolvent trading (s 588G)Directors must prevent the company incurring debts while insolvent — or face personal liability.
CWLTHPay company PAYG/GST/SG or face Director Penalty Notice (DPN)Directors personally liable for unpaid company PAYG, GST + SG via DPN regime.
CWLTHAppoint voluntary administrator under Part 5.3A Corporations ActDirectors can place company in voluntary administration when insolvent — pause creditor claims for restructuring window.
CWLTHComply with corporate whistleblower protections (Part 9.4AAA Corporations Act)Public companies and large proprietary companies must have a whistleblower policy and protect disclosers.

Frequently asked questions

Who must comply with Discharge of directors' duties — practical evidence?: All company directors + officers.
What triggers Discharge of directors' duties — practical evidence?: Continuous discharge of directors' duties.
When is Discharge of directors' duties — practical evidence due?: Continuous.
What is the maximum penalty for Discharge of directors' duties — practical evidence?: Civil penalties + criminal exposure for serious breaches
What evidence is required for Discharge of directors' duties — practical evidence?: Board minutes; papers; risk + audit committee attendance; training; advice records.