Deed of Access and Indemnity

Deed of Access and Indemnity

Grant the directors and officers of your company the access they need to do their job, and the indemnity and insurance they require against legal costs and liabilities – all with one document.

This do-it-yourself document generator helps you draft a tailored Deed of Access and Indemnity in minutes.
$ 299 incl GST
Deed of Access and Indemnity

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How does it work?

Our intuitive tool will guide you through the process step-by-step from start to finish. It’s quick, easy and simple to understand – just how legal documents ought to be.

The expert interview wizard will help you answer a few questions and prepare your document in the background. You’ll have your custom Deed of Access and Indemnity in 10 minutes or less.

What is a Deed of Access and Indemnity?

A Deed of Access and Indemnity protects directors of a company from personal liability in the bona fide discharge of their duties.

When should I use it?

You should use a Deed of Access and Indemnity when you wish to protect the director/s of your company from being held personally liable for company misconduct when undertaking their duties on behalf of the company.

Company directors carry several risks. Directors can be personally liable for:

  • Company debts incurred while the company was insolvent;
  • Failure by the company to withhold the necessary PAYG tax or employee superannuation guarantee charges for employees;
  • Losses to the company caused by a breach of the director’s duties; and
  • Any debt for which the director provides a personal guarantee.

These liabilities continue even after the director ceases to be a director of the company, for six years after the director leaves office. Directors can face severe financial penalties (up to $200,000) and could potentially be banned from being a director for a period of time.

A Deed of Access and Indemnity should be used when:

  • The director is given access to the company’s books and records;
  • The company undertakes to take out, and pay the costs of, insurance against potential liability that the director may incur as a result of the directorship; and
  • The company undertakes to indemnify the director from and against any such liability, subject to the restrictions provided by legislation

What topics does the Deed of Access and Indemnity cover?

  • Commencement and termination
  • Access
  • Indemnity
  • Insurance
  • Relevant claims or proceedings 
  • Payments
  • Confidentiality
  • Notices
  • Boilerplate language

What are the main decisions I need to make in creating a Deed of Access and Indemnity?

  • Do you want to add a confidentiality clause? 
  • Who will cover the costs?

What other names does Deed of Access and Indemnity go by?

  • Deed of Access, Insurance and Indemnity
  • Deed of directors and officers liability insurance

Frequently Asked Questions

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.

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