Companies Act 1993

374 Penalties that may be imposed on directors in cases of failure by board or company to comply with Act

• (1) A director of a company who is convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $5,000:

  • (a) section 25(5)(b) (which relates to the use of a company name):

  • (b) section 61(10)(b) (which relates to the procedure for making a certain type of offer to shareholders):

  • (c) section 63(10) (which relates to stock exchange acquisitions of a company's own shares subject to prior notice to shareholders):

  • (d) section 65(3)(b) (which relates to stock exchange acquisitions of a company's own shares without prior notice to shareholders):

  • (e) section 71(9)(b) (which relates to special redemptions of shares):

  • (f) section 78(9)(b) (which relates to offers of financial assistance in certain cases):

  • (g) section 80(2)(b) (which relates to the provision of financial assistance not exceeding 5% of shareholders' funds):

  • (h) section 83(5)(b) (which relates to statements of shareholders' rights):

  • (i) section 84(6)(b) (which relates to the transfer of shares):

  • (j) section 85(2)(b) (which relates to the transfer of shares under an approved system):

  • (k) section 95(7)(b) (which relates to share certificates):

  • (l) section 107(8) (which relates to unanimous assent to certain types of action):

  • (m) section 122(7)(b) (which relates to resolutions in lieu of meetings):

  • (n) section 188(6) (which relates to a requirement to change a company's registered office):

  • (o) section 218(2)(b) (which relates to the obligation to provide copies of documents).

  (2) A director of a company who is convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $10,000:

  • (1) [Repealed]

  • (2) section 32(4) (which relates to the adoption and alteration of a constitution):

  • (3) section 33(6) (which relates to a new form of constitution):

  • (4) section 43(2) (which relates to the obligation of the board to deliver a notice of the issue of shares):

  • (5) section 44(5) (which relates to the issue of shares with the approval of shareholders):

  • (6) section 47(9) (which relates to the consideration for which shares are issued):

  • (7) section 49(6) (which relates to the consideration for which convertible securities, options, and shares are issued):

  • (8) section 58(4) (which relates to the acquisition by a company of its own shares):

  • (9) section 87(4)(b) (which relates to the obligation to keep a share register):

  • (10) section 88(5)(b) (which relates to the place where the share register must be kept):

  • (11) section 159(3) (which relates to the obligation to give notice of a change of directors):

  • (12) section 176(4) (which relates to alterations to the constitution of a company by the court):

  • (13) section 189(5)(b) (which relates to company records):

  • (14) section 190(3) (which relates to the form in which company records are kept):

  • (15) section 194(4) (which relates to the keeping of accounting records):

  • (16) section 195(3)(b) (which relates to the place where accounting records must be kept):

  • (16A) section 196(3B) (which relates to the notification of the resignation of an auditor):

  • (17) section 196(7)(b) (which relates to the appointment of an auditor):

  • (18) section 206(3) (which relates to access to information by auditors):

  • (19) section 207(2) (which relates to the attendance of auditors at meetings of shareholders):

  • (20) section 208(2) (which relates to the duty to prepare an annual report):

  • (21) section 209(7) (which relates to the obligation to make the annual report available to shareholders):

  • (22) section 209A(5) (which relates to the obligation to send copies of annual reports or concise annual reports to shareholders on request):

  • (22A) section 209B(3) (which relates to making annual reports and concise annual reports available by electronic means):

  • (23) section 214(10) (which relates to the obligation to file an annual return):

  • (24) section 215(2)(b) (which relates to public inspection of company records):

  • (25) section 216(2)(b) (which relates to inspection of company records by shareholders):

  • (26) section 236(5) (which relates to the approval of arrangements, amalgamations, and compromises by the court):

  • (27) section 237(3) (which relates to the power of the court to make additional orders in connection with the approval of an arrangement or amalgamation or compromise):

  • (28) section 333(5)(b) (which relates to name reservation by overseas companies):

  • (29) section 334(6)(b) (which relates to the registration of overseas companies):

  • (30) section 339(2)(b) (which relates to changes in the constitution of an overseas company):

  • (31) section 340(6)(b) (which relates to the filing of annual returns by overseas companies).

  Section 374(2)(1): repealed, on 1 July 1994, by section 47 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

  Section 374(2)(16A): inserted, on 15 April 2004, by section 21(1) of the Companies Amendment Act (No 2) 2004 (2004 No 24).

  Section 374(2)(21): substituted, on 18 June 2007, by section 13 of the Companies Amendment Act (No 2) 2006 (2006 No 62).

  Section 374(2)(22): substituted, on 18 June 2007, by section 13 of the Companies Amendment Act (No 2) 2006 (2006 No 62).

  Section 374(2)(22A): inserted, on 18 June 2007, by section 13 of the Companies Amendment Act (No 2) 2006 (2006 No 62).