---
title: "Deed of access, insurance and indemnity for a director or officer (Corporations Act ss 198F and 199A to 199C)"
url: "https://ailawframework.com/precedents/commercial-and-corporate-advisory/deed-of-access-insurance-indemnity-director"
type: "precedent"
site: "AI Law Framework"
id: "a1-deed-of-access-insurance-indemnity-director"
area_id: "A1"
kind: "deed"
ai_level: "yellow"
version: 1
task_ids: ["A1-T1-R5", "A1-X20260927-9"]
law_stated_as_at: "2026-10-18"
---

# 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,…

Canonical page: https://ailawframework.com/precedents/commercial-and-corporate-advisory/deed-of-access-insurance-indemnity-director  
Law stated as at: 2026-10-18

Site index for agents: https://ailawframework.com/llms.txt

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.

## Key facts

- Kind: Deed. A deed that must be executed as a deed.
- Practice area: [Commercial & Corporate Advisory](https://ailawframework.com/precedents/commercial-and-corporate-advisory.md)
- Jurisdictions: Australia
- AI level: Yellow. AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at: 2026-10-18
- Status: Maintained. Checked on 2026-10-18 against the 4 authorities it cites, for Australia.

## 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](https://ailawframework.com/practice/commercial-and-corporate-advisory/map-directors-duties-and-related-party-issues-for-a-company-decision.md)
- [Record the material personal interest disclosures for a board decision](https://ailawframework.com/practice/commercial-and-corporate-advisory.md#A1-X20260927-9)

## 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

## Authorities

- [Corporations Act 2001 (Cth) s 199A (no exemption from liability to the company; limits on indemnity for liabilities and for legal costs)](https://classic.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s199a.html)
- [Corporations Act 2001 (Cth) s 199B (no premium for insurance against wilful breach of duty or a contravention of s 182 or 183)](https://classic.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s199b.html)
- [Corporations Act 2001 (Cth) s 199C (indemnities and insurance void to the extent they contravene s 199A or 199B)](https://classic.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s199c.html)
- [Corporations Act 2001 (Cth) s 198F (director’s right of access to books for legal proceedings, including for 7 years after ceasing to be a director)](https://classic.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s198f.html)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/commercial-and-corporate-advisory/deed-of-access-insurance-indemnity-director and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*