Companies Act 1993

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138A Offence for serious breach of director’s duty to act in good faith and in best interests of company


A director of a company commits an offence if the director exercises powers or performs duties as a director of the company—


in bad faith towards the company and believing that the conduct is not in the best interests of the company; and


knowing that the conduct will cause serious loss to the company.


However, a director does not commit an offence under subsection (1) if the power or duty in question is exercised or performed under any of section 131(2) to (4) or is a power exercised under section 132.


A person who commits an offence under this section is liable on conviction to the penalties set out in section 373(4).

Section 138A: inserted, on 3 July 2014, by section 4 of the Companies Amendment Act 2014 (2014 No 46).