Company Law Review Act 1998 (61 of 1998)

Schedule 2   Consequential amendment of the Corporations Law

Part 1   Registering a company (new Chapter 2A) Basic features of a company (new Chapter 2B) Members' rights and remedies (new Chapter 2F)

82   After subsection 231(1)

Insert:

Director interested in contract with proprietary company (replaceable rule - see section 135)

(1A) If a director of a proprietary company has an interest in a contract or proposed contract with the company (other than as a member) and the director discloses the nature and extent of the interest at a meeting of the directors:

(a) the director may vote on whether the company enters into the contract; and

(b) the contract may be entered into; and

(c) the director may vote on matters involving the contract; and

(d) if the disclosure is made before the contract is entered into:

(i) the director may retain benefits under the contract even though the director has an interest in the contract; and

(ii) the company cannot avoid the contract merely because of the existence of the interest.