Deed · Commercial & Corporate Advisory
Deed of access, insurance and indemnity for a director or officer (Corporations Act ss 198F and 199A to 199C)
Deed between a company and a director or officer: indemnity within the limits of s 199A, D&O insurance within s 199B, access to board papers for 7 years after ceasing office, advance of legal costs with repayment, claims conduct and confidentiality.
- Kind
- Deed. A deed that must be executed as a deed.
- Where it applies
- Australia
- AI use
- Yellow AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at
- 18 October 2026
- Status
- Maintained. Checked on 18 October 2026 against the 4 authorities it cites, for Australia.
- Version
- 1
- Source
- Written for this library
When to use it
Use on appointment of a director, secretary or other officer of an Australian company or a related body corporate, or to replace an older deed. Approve it by board resolution with each interested director’s interest recorded. For a public company, also consider the related party benefit rules.
Used for these tasks
- Map directors' duties and related-party issues for a company decision
- Record the material personal interest disclosures for a board decision
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
AI may fill party details and compare the deed with the company’s D&O policy and constitution; the lawyer settles the indemnity, insurance and access terms and the approval process.
AI may
- Fill the company, officer, appointment date and policy details into the deed
- Compare the deed’s indemnity and insurance clauses with the constitution and the current D&O policy wording, and list inconsistencies
- Prepare the board resolution approving the deed, with interest disclosures for each director who is a party to a deed
AI must not
- Must not widen the indemnity or insurance beyond what ss 199A and 199B allow
- Must not decide whether a director may vote on approval of their own deed
- Must not advise the officer personally; the company’s lawyer acts for the company
The lawyer checks
- The indemnity excludes liabilities to the company or a related body corporate, the listed penalty and compensation orders, liabilities to others not arising from good-faith conduct, and the legal costs excluded by s 199A(3)
- The insurance obligation does not require a premium for cover against wilful breach of duty or a contravention of s 182 or 183 (s 199B)
- The access clause preserves the officer’s statutory rights and adds board papers and a period of at least 7 years after the officer ceases to hold office
- The approving resolution records each director’s material personal interest, and the voting and quorum rules for interested directors were followed
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Read the full text
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