Deed of Access and Indemnity

The parties involved are the company and the director.

It is general practice for Australian directors and companies to have a Deed of Access and Indemnity in place. This practice is recognised and supported by the Corporations Act 2001 (Cth).

Many believe this deed is necessary to attract, retain and protect competent directors.

Under the Corporations Act, a company is prevented from indemnifying a director in respect of any liability:

• Owed to the company or a related company;
• To pay a pecuniary penalty or compensation ordered under the Corporations Act; or
• That did not arise out of conduct in good faith.

In addition, liabilities for legal costs do not include those costs incurred in defending an action for liability incurred as director if:

• The director is found to be guilty in criminal proceedings;
• Proceedings are brought by ASIC or a liquidator and the grounds for making the order are established; or
• The costs incurred in connection with the proceedings for relief to the director under the Corporations Act and the relief is not granted.

A company must not pay a premium for a contract to insure a director against liability (other than for legal costs) arising out of:

• Conduct involving wilful breach of duty by the director in relation to the company; or
• A breach of duties by the director not to improperly use the director’s position or information.

No. 

Section 212 exempts the requirement for shareholder approval if the deed is signed in reasonable circumstances.

• Status of the company (if in administration, subject to a deed of company arrangement, in liquidation)
• If applicable, names of company administrators or liquidators
• Director details

There are several signing options available. How you sign largely depends on where the parties are located and if they will attend signing together. You can print on paper and sign, or use electronic signature tools such as Docusign or Hellosign.

If you need any assistance please contact us directly, we would be happy to assist.

If you have any questions or are uncertain about any aspect of the document please do not sign it or use it, Please contact us directly and we would be happy to assist.

Absolutely! Get in touch with us and we can provide a fixed-fee price to review it.