374Penalties 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:

2. section 25(5)(b) (which relates to the use of a company name):
3. section 61(10)(b) (which relates to the procedure for making a certain type of offer to shareholders):
4. section 63(10)(b) (which relates to stock exchange acquisitions of a company's own shares subject to prior notice to shareholders):
5. section 65(3)(b) (which relates to stock exchange acquisitions of a company's own shares without prior notice to shareholders):
6. section 71(9)(b) (which relates to special redemptions of shares):
7. section 78(9)(b) (which relates to offers of financial assistance in certain cases):
8. section 80(2)(b) (which relates to the provision of financial assistance not exceeding 5% of shareholders' funds):
9. section 83(5)(b) (which relates to statements of shareholders' rights):
10. section 84(6)(b) (which relates to the transfer of shares):
11. section 85(2)(b) (which relates to the transfer of shares under an approved system):
12. section 95(7)(b) (which relates to share certificates):
13. section 107(8) (which relates to unanimous assent to certain types of action):
14. section 122(7)(b) (which relates to resolutions in lieu of meetings):
15. section 188(6) (which relates to a requirement to change a company's registered office):
16. section 218(2)(b) (which relates to the obligation to provide copies of documents).

17. 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:

19. section 32(4) (which relates to the adoption and alteration of a constitution):
20. section 33(6) (which relates to a new form of constitution):
21. section 43(2) (which relates to the obligation of the board to deliver a notice of the issue of shares):
22. section 44(6) (which relates to the issue of shares with the approval of shareholders):
23. section 47(9) (which relates to the consideration for which shares are issued):
24. section 49(6) (which relates to the consideration for which convertible financial products, options, and shares are issued):
25. section 58(4) (which relates to the acquisition by a company of its own shares):
26. section 87(4)(b) (which relates to the obligation to keep a share register):
27. section 88(5)(b) (which relates to the place where the share register must be kept):
28. section 94B(3) (which relates to the obligation to give notice of a change in ultimate holding company information):
29. section 159(3) (which relates to the obligation to give notice of a change of directors):
30. section 176(4) (which relates to alterations to the constitution of a company by the court):
31. section 189(5)(b) (which relates to company records):
32. section 190(3) (which relates to the form in which company records are kept):
33. section 195(3)(b) (which relates to the place where accounting records must be kept):
34. section 207Q(3)(b) (which relates to the appointment of an auditor):
36. section 207R(2)(b) (which relates to the notification of the resignation of an auditor):
37. section 207W(2) (which relates to the attendance of auditors at meetings of shareholders):
38. section 208(3) (which relates to the duty to prepare an annual report):
40. section 209(7) (which relates to the obligation to make the annual report available to shareholders):
41. section 209A(5) (which relates to the obligation to send copies of annual reports or concise annual reports to shareholders on request):
42. section 209B(3) (which relates to making annual reports and concise annual reports available by electronic means):
43. section 214(10) (which relates to the obligation to file an annual return):
44. section 215(2)(b) (which relates to public inspection of company records):
45. section 216(2)(b) (which relates to inspection of company records by shareholders):
46. section 236(5) (which relates to the approval of arrangements, amalgamations, and compromises by the court):
47. 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):
48. section 333(5)(b) (which relates to name reservation by overseas companies):
49. section 334(6)(b) (which relates to the registration of overseas companies):
50. section 339(2)(b) (which relates to changes in the constitution of an overseas company):
51. section 340(6)(b) (which relates to the filing of annual returns by overseas companies):
52. section 365G(4) (which relates to the Registrar's powers to require directors to disclose their controllers).

53. 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 $50,000:

54. section 194(4) (which relates to the keeping of accounting records):
55. section 207G(3) (which relates to the preparation, audit, and registration of financial statements).

Notes

• Section 374(1)(c): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).
• 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)(5): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).
• Section 374(2)(7): amended, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
• Section 374(2)(10A): inserted, on 1 May 2015, by section 58 of the Companies Amendment Act 2014 (2014 No 46).
• Section 374(2)(15): replaced, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
• Section 374(2)(16): replaced, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
• Section 374(2)(16A): repealed, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
• Section 374(2)(17): replaced, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
• Section 374(2)(17): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).
• Section 374(2)(18): replaced, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
• Section 374(2)(19): replaced, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
• Section 374(2)(20): repealed, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
• Section 374(2)(21): replaced, on 18 June 2007, by section 13 of the Companies Amendment Act (No 2) 2006 (2006 No 62).
• Section 374(2)(22): replaced, 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).
• Section 374(2)(32): inserted, on 1 May 2015, by section 58 of the Companies Amendment Act 2014 (2014 No 46).
• Section 374(3): inserted, on 1 April 2014, by section 40(2) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).