An Act to amend certain Acts and Regulations with respect to the imposition of personal liability on directors and other individuals for offences committed by corporations.
1 Name of Act
This Act is the Miscellaneous Acts Amendment (Directors’ Liability) Act 2011.
2 Commencement
This Act commences on the date of assent to this Act.
Schedule 1 Amendment of Acts and Regulations
Section 50 Directors and managers liable for offences committed by corporations
Omit section 50 (2). Insert instead:(1A) Subsection (1) does not apply in respect of a contravention of section 33 (1) or 48.(2) A person may be proceeded against and convicted under a provision pursuant to subsection (1) whether or not the corporation has been proceeded against or been convicted under the provision.
Section 73 Offences by officers of corporations
Insert after section 73 (1):(1A) Subsection (1) does not apply in respect of a contravention of section 24 (4).
Section 43 Offences by officers of corporations
Omit section 43 (1). Insert instead:(1) If a corporation contravenes, whether by act or omission, section 21, 22 (3), 23 (6) or (10), 24 (7), 24A (3), 26 (5) or (6) or 27 (5), each person who is an officer of the corporation is taken to have contravened the same provision if the person knowingly authorised or permitted the contravention.
[1] Section 63 Offences by corporations
Insert “(other than section 31A)” after “any provision of this Act” in section 63 (1).
[2] Section 63 (1A)
Insert after section 63 (1):(1A) If a corporation contravenes, whether by act or omission, section 31A, each person who is a director of the corporation, or who is concerned in the management of the corporation, is taken to have contravened the same provision if the person knowingly authorised or permitted the contravention.
[1] Section 258 Offences by corporations
Insert “(other than section 219J or 219ZB)” after “any provision of this Act” in section 258 (1).
[2] Section 258 (1A)
Insert after section 258 (1):(1A) If a corporation contravenes, whether by act or omission, section 219J or 219ZB, each person who is a director of the corporation, or who is concerned in the management of the corporation, is taken to have contravened the same provision if the person knowingly authorised or permitted the contravention.
[3] Section 258 (2)
Insert “or (1A)” after “subsection (1)”.
[1] Section 62 Offences by corporations
Insert “(other than section 9 (2) or (4), 12 (1), 13 (1) or 30 (2))” after “any provision of this Act” in section 62 (1).
[2] Section 62 (1A)
Insert after section 62 (1):(1A) If a corporation contravenes, whether by act or omission, section 9 (2) or (4), 12 (1), 13 (1) or 30 (2), each person who is a director of the corporation, or who is concerned in the management of the corporation, is taken to have contravened the same provision if the person knowingly authorised or permitted the contravention.
Section 160 Offences by corporations
Insert after section 160 (1):(1A) Subsection (1) does not apply in respect of a contravention of section 58, 59, 60, 77 or 83 (1).
Section 45 Corporations
Omit section 45 (1). Insert instead:(1) If a corporation contravenes, whether by act or omission, any provision of this Act or the regulations, each person who is a director of the corporation or who is concerned in the management of the corporation is taken to have contravened the same provision unless the person satisfies the court that:(a) the corporation contravened the provision without the knowledge of the person, or(b) the person was not in a position to influence the conduct of the corporation in relation to its contravention of the provision, or(c) the person, being in such a position, used all due diligence to prevent the contravention by the corporation.
Section 36 Offences by corporations
Omit the section.
1.10 Food Act 2003 No 43
Section 122 Offences by corporations
Insert after section 122 (1):(1A) Subsection (1) does not apply in respect of a contravention of a provision of the regulations that is declared by the regulations to be an excluded provision for the purposes of this section.
1.11 Food Regulation 2010
Clause 171
Insert after clause 170:171 Offences by corporationsThe provisions of clause 32 (1) and (2) are declared to be excluded provisions for the purposes of section 122 of the Act.
Section 90 Offences by corporation
Insert after section 90 (1):(1A) Subsection (1) does not apply in respect of a contravention of:(a) section 16B (2) or 109, or(b) a provision of the regulations that is declared by the regulations to be an excluded provision for the purposes of this section.
Clause 20A
Insert after clause 20:20A Offences by corporationClauses 13, 14, 15 and 19 are declared to be excluded provisions for the purposes of section 90 of the Act.
Section 44 Offences by corporations
Omit section 44 (1). Insert instead:(1) If a corporation contravenes, whether by act or omission, any provision of this Act or the regulations, each person who is a director of the corporation, or who is concerned in the management of the corporation, is taken to have contravened the same provision if the person knowingly authorised or permitted the contravention.(1A) Subsection (1) does not apply in respect of a contravention of section 9 or 10.
Section 137 Offence by body corporate—liability of directors etc
Insert after section 137 (1):(1A) Subsection (1) does not apply in respect of a contravention of a provision of Division 3 of Part 6A.
Section 400 Offences by corporation
Insert after section 400 (1):(1A) Subsection (1) does not apply in respect of a contravention of section 361.
Section 25 Liability of directors of corporations
Omit the section.
Section 378F Offences by corporations
Insert after section 378F (1):(1A) Subsection (1) does not apply in respect of a contravention of section 258 (2).
Section 88 Offences by corporation
Insert after section 88 (1):(1A) Subsection (1) does not apply in respect of a contravention of section 21 (6) or 22 (4).
Section 62 Offences by corporations
Insert after section 62 (1):(1A) Subsection (1) does not apply in respect of a contravention of section 54 (1) or (2).
Section 33 Offences by corporations
Insert after section 33 (1):(1A) Subsection (1) does not apply in respect of an offence against section 28 (1).
Section 21 Offences by corporations
Omit section 21 (1). Insert instead:(1) If a corporation contravenes, whether by act or omission, any provision of this Act or the regulations, each person who is a director of the corporation, or who is concerned in the management of the corporation, is taken to have contravened the same provision if the person knowingly authorised or permitted the contravention.
Section 59 Offences and penalties
Omit section 59 (4). Insert instead:(4) If a corporation contravenes, whether by act or omission, a provision of this Act, each person who is a director of the corporation, or who is concerned in the management of the corporation, is taken to have contravened the same provision if the person knowingly authorised or permitted the contravention.
[1] Section 17 Amendment of licences
Omit “subsection (4)” from section 17 (7). Insert instead “subsection (6)”.
[2] Section 62 Offences by corporations
Insert after section 62 (1):(1A) Subsection (1) does not apply in respect of a contravention of section 16 (1), 17 (7) or 40.
Section 218 Offences by corporations
Insert after section 218 (1):(1A) Subsection (1) does not apply in respect of a contravention of section 90 (1), 91 (1), (2) or (3), 92, 93, 94, 110 (3) or 119 (1).
Section 78 Offences by corporations
Insert after section 78 (1):(1A) Subsection (1) does not apply in respect of an offence under a provision of the regulations that is declared by the regulations to be an excluded provision for the purposes of this section.
Clause 51A
Insert after clause 51:51A Offences by corporationsClauses 8 (1), (3), (4), (5), (6) and (7), 29, 31, 33, 34, 43 (1) and (2) and 48 (1) and (3) are declared to be excluded provisions for the purposes of section 78 of the Act.
Clause 9A
Insert after clause 9:9A Offences by corporationsClauses 5 and 6 are declared to be excluded provisions for the purposes of section 78 of the Public Health Act 1991.
[1] Section 36B Offences by corporations
Insert “(other than section 26G or 26GA)” after “any provision of this Act” in section 36B (1).
[2] Section 36B (1A)
Insert after section 36B (1):(1A) If a corporation contravenes, whether by act or omission, section 26G or 26GA, each person who is a director of the corporation, or who is concerned in the management of the corporation, is taken to have contravened the same provision if the person knowingly authorised or permitted the contravention.
[1] Section 75 Installation of individual mail facilities
Omit “Mail facilities installed under this section must be” from section 75 (3).Insert instead “A park owner must ensure that mail facilities installed by the park owner under this section are”.
[2] Section 150 Offences by corporations
Insert after section 150 (1):(1A) Subsection (1) does not apply in respect of a contravention of section 12 (2), 29 (2), 33 (1), (2) or (4), 63 (3), 66 (6), 67 (2), 68 (1) or (2), 72, 74 (2) or (3), 75 (2) or (3) or 81 (5).
Section 186 Offences by corporations
Insert after section 186 (1):(1A) Subsection (1) does not apply in respect of a contravention of section 110 (1) or (2).
Section 157 Offences by corporations
Omit section 157 (1). Insert instead:(1) If a corporation contravenes, whether by act or omission, section 152 (2), each person who is a director of the corporation, or who is concerned in the management of the corporation, is taken to have contravened the same provision if the person knowingly authorised or permitted the contravention.
Section 178 Liability of directors, partners, employers and others for offences by bodies corporate, partnerships, associations and employees
Insert after section 178 (4):(4A) Subsections (1), (2), (3) and (4) do not apply in respect of an offence under a provision of a regulation made under the road transport legislation that is declared by such a regulation to be an excluded provision for the purposes of this section.
Section 103 Offences by corporations
Insert after section 103 (1):(1A) Subsection (1) does not apply in respect of a contravention of section 26 (1).
Section 21 Directors and managers liable for offences committed by corporations
Omit the section.