Deed of indemnity

Wednesday, 01 January 2020

A deed of indemnity is a contractual agreement between a company and a company director. A deed of indemnity can help to indemnify a director against liabilities or legal costs incurred in his or her professional capacity as a director of the company. It also commonly deals with matters such as access to documents and insurance.


A company director is subject to many legal duties. A breach of those duties for any reason, intentional or otherwise, may result in the director incurring either a liability – for example, a damages judgment – or legal costs to defend a claim. The director may also become involved in a regulatory investigation by bodies such as the Australian Securities and Investments Commission (ASIC).

In some circumstances the company’s constitution may provide an indemnity to a director. However, as the constitution can be amended without the director’s specific consent, it is preferable for a director to enter into a separate deed with the company to provide protection for a director, particularly for that period of time after they cease serving as a director of the company.

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