{"id":"statutory-corporations-liability-of-directors-act-1996","name":"Statutory Corporations (Liability of Directors) Act 1996","slug":"statutory-corporations-liability-of-directors-act-1996","collection":"act","jurisdiction":"wa","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":110411,"registerId":"wa-statutory-corporations-liability-of-directors-act-1996-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Statutory Corporations (Liability of Directors) Act 1996","content":"![Crest]()Western Australia\n\nStatutory Corporations (Liability of Directors) Act 1996\n\nWestern Australia\n\nStatutory Corporations (Liability of Directors) Act 1996\n\nContents\n\nPart 1 — Preliminary\n\n1. Short title 2\n\n2. Commencement 2\n\nPart 2 — Statutory corporations generally\n\nDivision 1 — Interpretation\n\n4. Terms used 3\n\nDivision 2 — Duties of directors stated\n\n5. Directors’ fiduciary relationship with and duties to corporation 3\n\nDivision 3 — Ministerial directions\n\n6. Unlawful directions 4\n\nPart 3 — Duties of directors of certain corporations\n\nDivision 1 — Interpretation\n\n7. Terms used; attempted offences; application of Part 5\n\n8. Amendment of Sch. 1 5\n\nDivision 2 — Duties stated\n\n9. Duty to act honestly 6\n\n10. Duty to exercise reasonable care and diligence 6\n\n11. Duty not to make improper use of information 6\n\n12. Duty not to make improper use of position 7\n\nDivision 3 — Compensation\n\n13. Compensation may be ordered for breach of s. 9, 10, 11 or 12 7\n\n14. Civil proceedings for breach of s. 9, 10, 11 or 12 8\n\n15. Corporation’s power to insure 8\n\nDivision 4 — Ministerial directions\n\n16. Terms used 8\n\n17. Governing body may question direction 9\n\n18. Corporation may challenge direction 9\n\n19. Protection of directors 10\n\nPart 4 — Relief from liability\n\n20. Relief from liability under s. 5, 13 and 14 11\n\n21. Application for relief from liability under s. 5, 13 or 14 11\n\n22. Case may be withdrawn from jury 11\n\nSchedule 1 — Persons who are directors under Part 3\n\nNotes\n\nCompilation table 15\n\nUncommenced provisions table 18\n\nOther notes 18\n\nDefined terms\n\n  \n\nWestern Australia\n\nStatutory Corporations (Liability of Directors) Act 1996\n\nAn Act to declare the duty that persons who control the affairs of a statutory corporation owe to the corporation, to provide for particular duties in the case of certain statutory corporations and for the recovery of compensation for breaches, to make provision in respect of Ministerial directions, and for connected purposes.\n\n## Part 1 — Preliminary\n\n##### 1. Short title\n\nThis Act may be cited as the *Statutory Corporations (Liability of Directors) Act 1996*.\n\n##### 2. Commencement\n\nThis Act comes into operation on such day as is fixed by proclamation.\n\n[**3.** Omitted under the Reprints Act 1984 s. 7(4)(e).]\n\n## Part 2 — Statutory corporations generally\n\n### Division 1 — Interpretation\n\n##### 4. Terms used\n\nIn this Part, unless the contrary intention appears —\n\n  corporation means any body corporate established for a public purpose by a written law, but does not include a GTE or a local government;\n\n  director means —\n\n(a) a member of the governing body of a corporation or, if the corporation is governed by one person, that person; or\n\n(b) if the affairs of a corporation are managed by its members, a member of the corporation; or\n\n(c) where a corporation consists of one person, that person;\n\nGTE has the meaning given in the *Government Trading Enterprises Act 2023* section 3(1).\n\n[Section 4 amended: No. 8 of 2009 s. 121; No. 13 of 2023 s. 255.]\n\n### Division 2 — Duties of directors stated\n\n##### 5. Directors’ fiduciary relationship with and duties to corporation\n\n(1) It is declared that a director of a corporation has —\n\n(a) the same fiduciary relationship with the corporation; and\n\n(b) the same duties to the corporation to act with loyalty and in good faith,\n\nas a director of a company incorporated under the *Corporations Act 2001* of the Commonwealth has with and to the company.\n\n(2) The duties referred to in subsection (1) are enforceable —\n\n(a) by the Minister who is responsible for the administration of the Act under which the director holds or held his or her position; or\n\n(b) if the Act under which the director held his position has been repealed and replaced by another Act, by the Minister who is responsible for the administration of that other Act; or\n\n(c) in any case by the Attorney General,\n\nand not otherwise.\n\n(3) Despite this section a written law may relieve a director of liability arising from a breach of the duties referred to in subsection (1).\n\n[Section 5 amended: No. 10 of 2001 s. 220.]\n\n### Division 3 — Ministerial directions\n\n##### 6. Unlawful directions\n\nIt is declared that a Minister cannot give a direction to a corporation under a written law if the direction —\n\n(a) would require the corporation —\n\n(i) to do something that it could not otherwise do; or\n\n(ii) not to do something that it is obliged to do;\n\nor\n\n(b) is unlawful for some other reason.\n\n## Part 3 — Duties of directors of certain corporations\n\n### Division 1 — Interpretation\n\n##### 7. Terms used; attempted offences; application of Part\n\n(1) In this Part, unless the contrary intention appears —\n\n  corporation, in relation to a director, means the body specified in the first column in Schedule 1 opposite the reference in the second column that includes that director;\n\n  director means a person who holds a position described in the second column of Schedule 1, and includes a person who, under a relevant Act mentioned in that Schedule or another written law, is acting in place of a director, whether the acting is —\n\n(a) expressed to be temporary; or\n\n(b) as a deputy, an alternate or a representative; or\n\n(c) in any other circumstances.\n\n(2) A person who attempts (within the meaning in section 4 of *The Criminal Code*) to commit an offence against a provision of this Part is guilty of that offence.\n\n(3) The duties provided for by this Part are in addition to those in section 5.\n\n(4) The provisions of this Part apply to a Board member of the Mid West Development Commission and the South West Development Commission established by the *Regional Development Commissions Act 1993* only in respect of the functions of the relevant Commission under Part 5 of that Act.\n\n[Section 7 amended: No. 4 of 2004 s. 58.]\n\n##### 8. Amendment of Sch. 1\n\nThe Governor may by regulation amend Schedule 1.\n\n### Division 2 — Duties stated\n\n##### 9. Duty to act honestly\n\n(1) A director must at all times act honestly in the performance of the functions of his or her office, whether within or outside the State.\n\n(2) A person who contravenes subsection (1) —\n\n(a) with intent to deceive or defraud —\n\n(i) the corporation; or\n\n(ii) creditors of the corporation or of any other person;\n\nor\n\n(b) for any other fraudulent purpose,\n\nis guilty of a crime and is liable to a fine of $20 000 or imprisonment for 5 years, or both.\n\nSummary conviction penalty: A fine of $12 000 or imprisonment for 3 years, or both.\n\n(3) If subsection (2) does not apply a person who contravenes subsection (1) is liable to a fine of $5 000.\n\n##### 10. Duty to exercise reasonable care and diligence\n\nA director must at all times exercise the degree of care and diligence in the performance of the functions of his or her office, whether within or outside the State, that a reasonable person in that position would reasonably be expected to exercise in the corporation’s circumstances.\n\nPenalty: $5 000.\n\n##### 11. Duty not to make improper use of information\n\n(1) A director or a former director must not, whether within or outside the State, make improper use of information acquired by virtue of his or her position as such to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the corporation.\n\n(2) A person who contravenes subsection (1) is guilty of a crime and is liable to a fine of $20 000 or imprisonment for 5 years, or both.\n\nSummary conviction penalty: A fine of $12 000 or imprisonment for 3 years, or both.\n\n##### 12. Duty not to make improper use of position\n\n(1) A director must not, whether within or outside the State, make improper use of his or her position as such to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the corporation.\n\n(2) A person who contravenes subsection (1) is guilty of a crime and is liable to a fine of $20 000 or imprisonment for 5 years, or both.\n\nSummary conviction penalty: A fine of $12 000 or imprisonment for 3 years, or both.\n\n### Division 3 — Compensation\n\n##### 13. Compensation may be ordered for breach of s. 9, 10, 11 or 12\n\n(1) Where —\n\n(a) a person is convicted of an offence for a contravention of section 9, 10, 11 or 12; and\n\n(b) the court is satisfied that the corporation has suffered loss or damage as a result of the act or omission that constituted the offence,\n\nthe court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay compensation to the corporation of such amount as the court specifies.\n\n(2) Any such order may be enforced as if it were a judgment of the court.\n\n##### 14. Civil proceedings for breach of s. 9, 10, 11 or 12\n\nWhere a person contravenes section 9, 10, 11 or 12, the corporation may, whether or not the person has been convicted of an offence in respect of that contravention, recover from the person as a debt due to the corporation by action in any court of competent jurisdiction —\n\n(a) if that person or any other person made a profit as a result of the contravention, an amount equal to that profit; and\n\n(b) if the corporation has suffered loss or damage as a result of the contravention, an amount equal to that loss or damage.\n\n##### 15. Corporation’s power to insure\n\n(1) A corporation may, with the approval of the responsible Minister, pay a premium in respect of a contract insuring a director or a former director against a liability incurred by him or her under section 13 or 14 where the liability arises from conduct involving a breach of section 9 or 10, other than a wilful breach.\n\n(2) In subsection (1) —\n\n  responsible Minister means the Minister responsible for the administration of the Act under which the corporation is established.\n\n### Division 4 — Ministerial directions\n\n##### 16. Terms used\n\n(1) In this Division, unless the contrary intention appears —\n\n  governing body, in relation to a corporation whose affairs are managed by its members, means the members of the corporation;\n\n  responsible Minister, in relation to a direction referred to in section 17, means the Minister by whom the direction is given.\n\n(2) For the purposes of this Division a direction is unlawful if it —\n\n(a) would require the corporation —\n\n(i) to do something that it could not otherwise do; or\n\n(ii) not to do something that it is obliged to do;\n\nor\n\n(b) is unlawful for some other reason.\n\n##### 17. Governing body may question direction\n\n(1) Where a direction is given under a written law to a corporation by a Minister and the governing body determines that —\n\n(a) it would not be in the interests of the corporation for it to comply with the direction; or\n\n(b) the direction is unlawful,\n\nthe governing body is to notify the responsible Minister in writing within 7 days of receipt of the direction of its determination and the reasons for it.\n\n(2) Where a governing body gives such a notice to the responsible Minister, that Minister is to either —\n\n(a) cancel the direction; or\n\n(b) confirm it and state his or her reasons for doing so.\n\n(3) The confirmation of a direction has no effect if the direction is unlawful.\n\n(4) If the direction is confirmed the corporation is required, subject to subsection (3), to give effect to it.\n\n##### 18. Corporation may challenge direction\n\nA corporation has standing to apply to a court for relief against a direction that the corporation considers to be unlawful.\n\n##### 19. Protection of directors\n\n(1) A director does not contravene section 5, 9 or 10 by doing or omitting to do any thing —\n\n(a) if that thing is done or omitted in compliance with a lawful direction given by a Minister in exercise of a power conferred by a written law; and\n\n(b) where the director was of the opinion that section 17(1)(a) applied to the direction, if he or she made reasonable efforts to cause the governing body to give notice to the Minister under that section.\n\n(2) Subsection (1) does not extend to the manner in which any thing is done or omitted if it is done or omitted in a manner that is contrary to section 9 or 10 and the direction did not require that it be done in that manner.\n\n## Part 4 — Relief from liability\n\n##### 20. Relief from liability under s. 5, 13 and 14\n\nFor the purposes of section 5, 13 or 14, if it appears to the court that a person —\n\n(a) is, or may be, liable under that section; and\n\n(b) has acted honestly; and\n\n(c) ought fairly to be excused having regard to all the circumstances of the case, including those connected with the person’s appointment,\n\nthe court may relieve the person either wholly or partly from liability on such terms as the court thinks fit.\n\n##### 21. Application for relief from liability under s. 5, 13 or 14\n\n(1) Where a person has reason to believe that any claim will or might be made against him or her under section 5, 13 or 14 the person may apply to the Supreme Court for relief.\n\n(2) On an application under subsection (1) the Supreme Court has the same power to relieve the person as it would have had under section 20 if it had been a court exercising jurisdiction under section 5, 13 or 14.\n\n##### 22. Case may be withdrawn from jury\n\nWhere a case to which section 20 applies is being tried by a judge with a jury, the judge after hearing the evidence may, if he or she is satisfied that the person ought under that section to be relieved either wholly or partly from liability sought to be enforced against the person —\n\n(a) withdraw the case in whole or in part from the jury; and\n\n(b) direct judgment to be entered for the person on such terms as to costs or otherwise as the judge thinks proper.\n\nSchedule 1 — Persons who are directors under Part 3\n\n[s. 7(1)]\n\n[Heading amended: No. 19 of 2010 s. 4.]\n\n| **Corporation** | **Persons who are directors for the purposes of this Act** | **Act under which holds position** |\n| --- | --- | --- |\n| Chemistry Centre (WA) | a member of the Board | *Chemistry Centre (WA) Act 2007* |\n| Forest Products Commission | a commissioner | *Forest Products Act 2000* |\n| Fremantle Cemetery Board | a member of the Board | *Cemeteries Act 1986* |\n| Government Employees Superannuation Board | a director | *State Superannuation Act 2000* |\n| Insurance Commission of Western Australia | a commissioner | *Insurance Commission of Western Australia Act 1986* |\n| Lotteries Commission | a member of the Commission | *Lotteries Commission Act 1990* |\n| Metropolitan Cemeteries Board | a member of the Board | *Cemeteries Act 1986* |\n| Metropolitan Redevelopment Authority | a member of the board of management of the Authority | *Metropolitan Redevelopment Authority Act 2011* |\n| Mid West Development Commission | a Board member | *Regional Development Commissions Act 1993* |\n| Racing and Wagering Western Australia | a director of the board | *Racing and Wagering Western Australia Act 2003* |\n| Rottnest Island Authority | a member of the Authority | *Rottnest Island Authority Act 1987* |\n| State Government Insurance Corporation 1 | a director of the Corporation 1 | *Insurance Commission of Western Australia Act 1986* 2 |\n| South West Development Commission | a Board member | *Regional Development Commissions Act 1993* |\n| Western Australian Coastal Shipping Commission | a Commissioner | *Western Australian Coastal Shipping Commission Act 1965* |\n| Western Australian Land Information Authority | a member of the Authority’s board of management | *Land Information Authority Act 2006* |\n| Western Australian Meat Commission | a member of the Commission | *Abattoirs Act 1909* 3 |\n| Western Australian Meat Industry Authority | a member of the Authority | *Western Australian Meat Industry Authority Act 1976* |\n| Western Australian Treasury Corporation | a director | *Western Australian Treasury Corporation Act 1986* |\n\n\n[Schedule 1 amended: No. 4 of 1998 s. 48; No. 30 of 1998 s. 8; No. 25 of 1998 s. 27; No. 46 of 1998 s. 12; No. 5 of 1999 s. 21; No. 8 of 1999 s. 19; No. 38 of 1999 s. 76; No. 34 of 2000 s. 72; No. 43 of 2000 s. 65; No. 25 of 2001 s. 69; No. 30 of 2002 s. 47; No. 31 of 2003 s. 208(2); No. 35 of 2003 s. 24(2) and 52; Gazette 26 Nov 2004 p. 5314‑15; No. 20 of 2004 s. 9; No. 28 of 2006 s. 45; No. 60 of 2006 s. 188; No. 10 of 2007 s. 43; No. 28 of 2008 s. 14; No. 45 of 2011 s. 143; No. 25 of 2012 s. 231; No. 9 of 2014 s. 45; Gazette 12 Aug 2014 p. 2891; No. 40 of 2015 s. 56; No. 22 of 2016 s. 16; Gazette 27 Jul 2018 p. 2690; No. 15 of 2021 s. 78(2); No. 13 of 2023 s. 256; No. 44 of 2024 s. 72.]\n\n[Schedule 2 omitted under the Reprints Act 1984 s. 7(4)(e).]\n\n![]()\n\nNotes\n\nThis is a compilation of the *Statutory Corporations (Liability of Directors) Act 1996* and includes amendments made by other written laws 4. For provisions that have come into operation, and for information about any reprints, see the compilation table. For provisions that have not yet come into operation see the uncommenced provisions table.\n\nCompilation table\n\n| **Short title** | | **Number and year** | | **Assent** | | **Commencement** |\n| --- | --- | --- | --- | --- | --- | --- |\n| *Statutory Corporations (Liability of Directors) Act 1996* | | 41 of 1996 | | 10 Oct 1996 | | s. 1 and 2: 10 Oct 1996;   Act other than s. 1 and 2: 1 Dec 1996 (see s. 2 and *Gazette* 12 Nov 1996 p. 6301) |\n| *Country Housing Act 1998* s. 48 | | 4 of 1998 | | 14 Apr 1998 | | 1 Jul 1998 (see s. 2 and *Gazette* 30 Jun 1998 p. 3557) |\n| *Western Australian Treasury Corporation Amendment Act 1998* s. 27 | | 25 of 1998 | | 30 Jun 1998 | | 10 Nov 1998 (see s. 2 and *Gazette* 10 Nov 1998 p. 6149) |\n| *WADC and WA Exim Corporation Repeal Act 1998* s. 8 | | 30 of 1998 | | 30 Jun 1998 | | 30 Jun 1998 (see s. 2) |\n| *Western Australian Meat Industry Authority Amendment Act 1998* s. 12 | | 46 of 1998 | | 19 Nov 1998 | | 19 Nov 1998 (see s. 2) |\n| *Port Authorities (Consequential Provisions) Act 1999* s. 21 (Sch. 1‑8) | | 5 of 1999 | | 13 Apr 1999 | | Sch. 1 and 3‑8: 14 Aug 1999 (see s. 2 and *Gazette* 13 Aug 1999 p. 3823);    Sch. 2: 1 Jan 2000 (see s. 2(9) and *Gazette* 24 Dec 1999 p. 6871) |\n| *Marketing of Meat Amendment Act 1999* s. 19 | | 8 of 1999 | | 13 Apr 1999 | | 13 Aug 1999 (see s. 2(2) and *Gazette* 13 Aug 1999 p. 3823) |\n| *Midland Redevelopment Act 1999* s. 76 | | 38 of 1999 | | 11 Nov 1999 | | 1 Jan 2000 (see s. 2 and *Gazette* 31 Dec 1999 p. 7059) |\n| **Reprint of the *Statutory Corporations (Liability of Directors) Act 1996* as at 8 Sep 2000**   (includes amendments listed above) | | | | | | |\n| *Forest Products Act 2000* s. 72 | | 34 of 2000 | | 10 Oct 2000 | | 16 Nov 2000 (see s. 2 and *Gazette* 15 Nov 2000 p. 6275) |\n| *State Superannuation (Transitional and Consequential Provisions) Act 2000* s. 65 | | 43 of 2000 | | 2 Nov 2000 | | 17 Feb 2001 (see s. 2(1) and *Gazette* 16 Feb 2001 p. 903) |\n| *Corporations (Consequential Amendments) Act 2001* s. 220 | | 10 of 2001 | | 28 Jun 2001 | | 15 Jul 2001 (see s. 2 and *Gazette* 29 Jun 2001 p. 3257 and Cwlth *Gazette* 13 Jul 2001 No. S285) |\n| **Reprint of the *Statutory Corporations (Liability of Directors) Act 1996* as at 10 Aug 2001**   (includes amendments listed above) | | | | | | |\n| *Armadale Redevelopment Act 2001* s. 69 | | 25 of 2001 | | 26 Nov 2001 | | 23 Mar 2002 (see s. 2 and *Gazette* 22 Mar 2002 p. 1651) |\n| *Grain Marketing Act 2002* s. 47 | | 30 of 2002 | | 25 Oct 2002 | | 31 Oct 2002 (see s. 2 and *Gazette* 30 Oct 2002 p. 5351) |\n| *Public Transport Authority Act 2003* s. 208 | | 31 of 2003 | | 26 May 2003 | | 1 Jul 2003 (see s. 2(1) and *Gazette* 27 Jun 2003 p. 2384) |\n| *Racing and Gambling Legislation Amendment and Repeal Act 2003* s. 24 and 52 | | 35 of 2003 | | 26 Jun 2003 | | s. 24: 1 Aug 2003 (see s. 2 and *Gazette* 29 Jul 2003 p. 3259);   s. 52: 30 Jan 2004 (see s. 2 and *Gazette* 30 Jan 2004 p. 397) |\n| **Reprint 3: The *Statutory Corporations (Liability of Directors) Act 1996* as at 7 Nov 2003** (includes amendments listed above except those in the *Racing and Gambling Legislation Amendment and Repeal Act 2003* s. 52) | | | | | | |\n| *Criminal Code Amendment Act 2004* s. 58 | | 4 of 2004 | | 23 Apr 2004 | | 21 May 2004 (see s. 2) |\n| *Marketing of Eggs Amendment Act 2004* s. 9 | | 20 of 2004 | | 26 Aug 2004 | | 2 Jul 2005 (see s. 2(2) and *Gazette* 28 Jun 2005 p. 2895) |\n| *Statutory Corporations (Liability of Directors) (Act Amendment) Regulations 2004* published in *Gazette* 26 Nov 2004 p. 5314‑15 | | | | | | 1 Dec 2004 (see r. 2 and *Gazette* 30 Nov 2004 p. 5515) |\n| *Machinery of Government (Miscellaneous Amendments) Act 2006* Pt. 3 Div. 6 | | 28 of 2006 | | 26 Jun 2006 | | 1 Jul 2006 (see s. 2 and *Gazette* 27 Jun 2006 p. 2347) |\n| *Land Information Authority Act 2006* s. 188 | | 60 of 2006 | | 16 Nov 2006 | | 1 Jan 2007 (see s. 2(1) and *Gazette* 8 Dec 2006 p. 5369) |\n| **Reprint 4: The *Statutory Corporations (Liability of Directors) Act 1996* as at 9 Feb 2007** (includes amendments listed above) | | | | | | |\n| *Chemistry Centre (WA) Act 2007* s. 43 | | 10 of 2007 | | 29 Jun 2007 | | 1 Aug 2007 (see s. 2 and *Gazette* 27 Jul 2007 p. 3735) |\n| *Eastern Goldfields Transport Board Repeal Act 2008* s. 14 | | 28 of 2008 | | 1 Jul 2008 | | 29 Jul 2008 |\n| *Statutes (Repeals and Miscellaneous Amendments) Act 2009* s. 121 | | 8 of 2009 | | 21 May 2009 | | 22 May 2009 (see s. 2(b)) |\n| *Standardisation of Formatting Act 2010* s. 4 | | 19 of 2010 | | 28 Jun 2010 | | 11 Sep 2010 (see s. 2(b) and *Gazette* 10 Sep 2010 p. 4341) |\n| **Reprint 5: The *Statutory Corporations (Liability of Directors) Act 1996* as at 4 Nov 2011** (includes amendments listed above) | | | | | | |\n| *Metropolitan Redevelopment Authority Act 2011* s. 143 | | 45 of 2011 | | 12 Oct 2011 | | 31 Dec 2011 (see s. 2(b) and *Gazette* 30 Dec 2011 p. 5573) |\n| *Water Services Legislation Amendment and Repeal Act 2012* s. 231 | | 25 of 2012 | | 3 Sep 2012 | | 18 Nov 2013 (see s. 2(b) and *Gazette* 14 Nov 2013 p. 5028) |\n| *Ports Legislation Amendment Act 2014* s. 45 5 | | 9 of 2014 | | 20 May 2014 | | s. 45(1) and (3)‑(5): 1 Jul 2014 (see s. 2(1)(c) and *Gazette* 20 Jun 2014 p. 2023);   s. 45(2): 1 Oct 2014 (see s. 2(1)(c) and *Gazette* 19 Sep 2014 p. 3329) |\n| *Statutory Corporations (Liability of Directors) (Act Amendment) Regulations 2014* published in *Gazette* 12 Aug 2014 p. 2891 | | | | | | r. 1 and 2: 12 Aug 2014 (see r. 2(a));   Regulations other than r. 1 and 2: 13 Aug 2014 (see r. 2(b)) |\n| *Perth Market (Disposal) Act 2015* s. 56 | 40 of 2015 | | 8 Dec 2015 | | 31 Mar 2016 (see s. 2(2) and 42 and *Gazette* 31 Mar 2016 p. 969) | |\n| *Marketing of Potatoes Amendment and Repeal Act 2016* s. 16 | 22 of 2016 | | 12 Sep 2016 | | 22 May 2021 (see s. 2(d) and SL 2021/60 cl. 2) | |\n| **Reprint 6: The *Statutory Corporations (Liability of Directors) Act******1996* as at 23 Sep 2016** (includes amendments listed above except those in the *Marketing of Potatoes Amendment and Repeal Act 2016* s. 16) | | | | | | |\n| *Statutory Corporations (Liability of Directors) (Act Amendment) Regulations 2018* published in *Gazette* 27 Jul 2018 p. 2690 | | | | | | r. 1 and 2: 27 Jul 2018 (see r. 2(a));   Regulations other than r. 1 and 2: 28 Jul 2018 (see r. 2(b)) |\n| *Arts and Culture Trust Act 2021* s. 78 | | 15 of 2021 | | 9 Sep 2021 | | 1 Jul 2022 (see s. 2(b) and SL 2022/77 cl. 2) |\n| *Government Trading Enterprises Act 2023* Pt. 12 Div. 8 | | 13 of 2023 | | 22 Jun 2023 | | 1 Jul 2023 (see s. 2(b) and SL 2023/89 cl. 2) |\n| *Keystart Act 2024* Pt. 8 Div. 7 | | 44 of 2024 | | 13 Nov 2024 | | 19 Mar 2026 (see s. 2(c) and SL 2026/28 cl. 2) |\n\n\nUncommenced provisions table\n\nTo view the text of the uncommenced provisions see *Acts as passed* on the WA Legislation website.\n\n| **Short title** | **Number and year** | **Assent** | **Commencement** | |\n| --- | --- | --- | --- | --- |\n| *TAB (Disposal) Act 2019* s. 157 | 21 of 2019 | 18 Sep 2019 | To be proclaimed (see s. 2(1)(b)(xiii)) |\n\n\nOther notes\n\n1 The State Government Insurance Corporation ceased to exist on 1 July 2012.\n\n2 Formerly referred to the *State Government Insurance Commission Act 1986* the short title of which was changed to the *Insurance Commission of Western Australia Act 1986* by the *Acts Amendment (ICWA) Act 1996* s. 5. The reference was substituted under the *Reprints Act 1984* s. 7(3)(gb).\n\n3 Repealed by the *Meat Industry Legislation (Amendment and Repeal) Act 1993*.\n\n4 The amendment in the *State Superannuation Amendment Act 2007* s. 87 is not included because that section was repealed by the *State Superannuation Amendment Act 2011* s. 4 before it came into operation.\n\n5 The amendment in the *Ports Legislation Amendment Act 2014* s. 45(4)(b) is not included because it is a duplication of the amendment in s. 45(3)(b) of that Act.\n\nDefined terms\n\n*[This is a list of terms defined and the provisions where they are defined. The list is not part of the law.]*\n\n**Defined term Provision(s)**\n\ncorporation 4, 7(1)\n\ndirector 4, 7(1)\n\ngoverning body 16(1)\n\nGTE 4\n\nresponsible Minister 15(2), 16(1)\n\n© State of Western Australia 2026.\n\nThis work is licensed under a Creative Commons Attribution 4.0 International Licence (CC BY 4.0). To view relevant information and for a link to a copy of the licence, visit www.legislation.wa.gov.au.\n\nAttribute work as: © State of Western Australia 2026.\n\nBy Authority: ROGER JACOBS, Acting Government Printer\n","sortOrder":0}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"summary":{"complexity_score":1,"scope_assessment":{"changed":false,"description":"Scope cannot be assessed as the legislative text was not retrievable. The page returned an error indicating the URL has changed due to system upgrades on the Western Australian legislation website."},"complexity_factors":["No legislative text was available for analysis — only an error page was provided","Complexity cannot be meaningfully assessed without the actual content of the Act","Score of 1 reflects absence of content, not simplicity of the underlying law"],"plain_english_summary":"## ⚠️ Content Unavailable\n\nThe actual text of the **Statutory Corporations (Liability of Directors) Act 1996** (Western Australia) could not be retrieved. The page hosting this legislation has been moved or is temporarily unavailable due to system upgrades on the Western Australian legislation website.\n\n**What we can infer from the title alone:**\n- This is a Western Australian law from 1996\n- It deals with **statutory corporations** (government-created bodies established by specific Acts of Parliament, such as public utilities or authorities)\n- It concerns the **personal liability of directors** of those corporations — meaning it likely sets out when directors can or cannot be held personally responsible for the actions or debts of the corporation they oversee\n\n**To access the actual legislation**, visit the Western Australian Parliamentary Counsel's Office website (legislation.wa.gov.au) and search for the Act by name."},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":true,"description":"The Act's practical scope has changed since enactment. Schedule 1 has been amended repeatedly to add and remove particular statutory corporations (see Schedule 1 and compilation table), and the Governor may amend that list by regulation (s.8), allowing scope to shift without re‑enacting the Act. The Act also now explicitly excludes GTEs and local governments in the definition of 'corporation' (s.4) and incorporates duties by reference to the Commonwealth Corporations Act (s.5(1)). These features mean coverage of persons as \"directors\" and the identity of enforcing Ministers can be varied by subsequent instruments and amendments (s.7(1); s.5(2))."},"complexity_factors":["Overlap of civil and criminal liability for similar conduct (ss.9–12; ss.13–14) increases procedural and remedial complexity.","Limited enforcement standing—only responsible Ministers or Attorney‑General may enforce general fiduciary duties (s.5(2)), creating asymmetric enforcement incentives.","Ministerial directions regime with challenge and internal review paths (ss.6,16–19) requires procedural steps and legal assessment of lawfulness.","Court discretion to relieve liability and to hear pre‑emptive relief applications (ss.20–22) adds factual-administrative complexity.","Schedule‑based coverage: who is a ‘director’ varies by Schedule 1 entries (s.7(1); Schedule 1) and the Governor may amend the list by regulation (s.8).","Cross‑references to external statutes (Corporations Act 2001, Criminal Code) create interpretive dependencies (s.5(1); s.7(2)).","Insurance permission is conditional on Ministerial approval and excludes wilful breaches (s.15), affecting risk allocation.","Definitions and exclusions (e.g. exclusion of GTEs and local governments in s.4, plus later inserted definitions) change applicability and require careful statutory reading."],"plain_english_summary":"This Act declares that persons who control Western Australian statutory corporations owe fiduciary duties equivalent to company directors (s.5), creates specific criminal and civil duties for directors of listed corporations (Part 3, ss.9–14), and sets procedures for ministerial directions and relief from liability (ss.6,16–22). It affects board members and the corporations that appoint them, limits who may enforce breaches (s.5(2)), and permits corporations to insure directors with ministerial approval (s.15)."},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":true,"description":"The legislation has grown significantly beyond its original 1996 scope. Originally covering a different set of statutory corporations, Schedule 1 has been repeatedly expanded through regulations and amending Acts to cover new bodies like the Metropolitan Redevelopment Authority (2011), Chemistry Centre (2007), and most recently updates for the Government Trading Enterprises Act 2023. The machinery of government changes have caused continuous expansion of the schedule, while the core duties in Parts 2-4 remain stable. The original intent was to clarify director duties for major statutory authorities; it has evolved into a comprehensive governance code for an expanding list of government business entities."},"complexity_factors":["Dual structure with general duties (Part 2) and specific duties (Part 3) creating overlapping but distinct regimes","Schedule 1 requires cross-referencing with 17 different enabling Acts to determine who is a 'director'","Nested conditional logic in section 19 regarding protection of directors when following ministerial directions","Multiple enforcement mechanisms: criminal penalties, civil compensation, and debt recovery actions","Interaction with Commonwealth Corporations Act 2001 (fiduciary duties by reference)","Exception in section 7(4) limiting application to specific functions of Regional Development Commissions","Amendment history spanning 28 years with 30+ amending instruments requiring reconciliation"],"plain_english_summary":"This Western Australian law sets out the legal duties and responsibilities of people who run government-owned businesses and statutory corporations (public bodies set up by legislation to perform specific functions).\n\n**What it does:**\n- **Establishes fiduciary duties**: Directors of statutory corporations must act with the same loyalty and good faith as directors of private companies under Commonwealth law. This means they must put the corporation's interests first and avoid conflicts of interest.\n- **Creates specific criminal offences**: For certain listed corporations (like the Forest Products Commission, Lotteries Commission, and Rottnest Island Authority), directors face criminal penalties if they:\n  - Act dishonestly or fraudulently (up to 5 years prison)\n  - Fail to exercise reasonable care and diligence (fines up to $5,000)\n  - Improperly use confidential information or their position for personal gain (up to 5 years prison)\n- **Allows compensation**: Courts can order directors to pay money back to the corporation if they breach these duties, and the corporation can sue to recover profits or losses.\n- **Regulates ministerial interference**: Ministers cannot give unlawful directions that would force a corporation to break the law or ignore its legal obligations. Directors are protected from liability if they follow lawful ministerial directions.\n- **Provides relief**: Courts can excuse directors from liability if they acted honestly and fairly under the circumstances.\n\n**Who it affects:**\n- Board members and directors of 17 specific WA government bodies listed in Schedule 1 (including the Insurance Commission, Treasury Corporation, and various development commissions)\n- Directors of other statutory corporations (covered by the general duties in Part 2)\n- Government ministers who give directions to these bodies\n\n**Why it matters:**\nThis law ensures that people running government businesses are held to high standards of honesty and competence, similar to private sector directors. It protects public assets from mismanagement while clarifying that ministers cannot illegally interfere in corporate decisions. It balances accountability with protection for directors who act in good faith when following government policy directions."},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"}},"importantCases":[],"_links":{"self":"/api/acts/statutory-corporations-liability-of-directors-act-1996","history":"/api/acts/statutory-corporations-liability-of-directors-act-1996/history","analysis":"/api/acts/statutory-corporations-liability-of-directors-act-1996/analysis","conflicts":"/api/acts/statutory-corporations-liability-of-directors-act-1996/conflicts","importantCases":"/api/acts/statutory-corporations-liability-of-directors-act-1996/important-cases","documents":"/api/acts/statutory-corporations-liability-of-directors-act-1996/documents"}}