Executive officers of entities operating in the Northern
Territory need to understand the changes to directors'
The Statute Law Amendments (Directors' Liability) Bill 2015
was passed on 26 August 2015 by the Legislative Assembly of the
Northern Territory (without amendment) and is expected to commence
on a day to be fixed by the Administrator by Gazette notice.
The Bill reflects the approved Council of Australian
Governments' (COAG) guidelines to deliver a
nationally-consistent and principles-based approach to the personal
criminal liability of directors and officers for corporate
Upon commencement, the new legislation will redefine the current
directors' liability for corporate offences in 40 Acts and two
Regulations by inserting new liability provisions which are
consistent with the three types of director liability outlined in
the COAG guidelines:
Type 1 – the failure of the director to take reasonable
steps to prevent the corporation's offending must be proved by
the prosecution beyond reasonable doubt;
Type 2 – a director is deemed to be liable unless they
can produce enough evidence to suggest that there is a reasonable
possibility that a defence applies. The prosecution must prove
beyond reasonable doubt that the defence does not apply; and
Type 3 – a director is deemed to be liable for a
corporate breach unless they can produce enough evidence to prove
their defence on the balance of probabilities.
Transport of Dangerous Goods by Road and Rail (National Uniform
Legislation) Act 2010
Utilities Commission Act
Water Supply and Sewerage Services Act.
What should executive officers do?
Executive officers, either a director or other person who is
concerned with, or takes part in, the management of the body
corporate, should familiarise themselves with the new provisions in
the Northern Territory where that body corporate will operate
within the Northern Territory jurisdiction.
Clayton Utz communications are intended to provide
commentary and general information. They should not be relied upon
as legal advice. Formal legal advice should be sought in particular
transactions or on matters of interest arising from this bulletin.
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