Te Aka Matua o te Ture | Law Commission has launched a review of the legal duties and liabilities of company directors. 

The terms of reference published by the Commission has two limbs. First, the Commission is reviewing the core duties of directors under the Companies Act 1993, including liability for breach of those duties and issues of enforcement. If the Commission concludes reform is necessary, it will recommend specific amendments in its final report to the Government, scheduled for 2027. 

Second, the Commission is considering the wide range of provisions in other statutes that impose personal liability on directors. The Commission will explore whether, and if so how, future legislation can assign duties and liabilities on directors in a more consistent and principled manner. 

Geof Shirtcliffe, the Commissioner leading the project, said this is the first time directors’ duties have been comprehensively reviewed since the Companies Act was enacted in 1993. 

“Recent court decisions have highlighted issues with directors’ duties at the time a company is at risk of insolvency. This review provides an important opportunity to address those and other concerns about the current law.”  

“This is also a good opportunity to consider the many different approaches to directors’ personal obligations and liabilities across the statute book. This review will examine the overall coherence of these provisions, and ask when and how it is appropriate for legislation to place these types of obligation on directors.” 

“This review will be of interest to a broad range of people and we look forward to engaging with them as the project progresses,” Shirtcliffe said. 

The Law Commission will consult publicly in 2026 and aims to complete its Final Report in 2027. 

More information about the review, and details on how to subscribe for project updates, is available on the Law Commission’s website: https://www.lawcom.govt.nz/our-work/directors-review/