Section 211Corporations Act 2001 (Cth)

Remuneration and reimbursement for officer or employee

Benefits that are reasonable remuneration

(1) Member approval is not needed to give a financial benefit if:

(a) the benefit is remuneration to a related party as an officer or employee of the following:

(i) the public company;

(ii) an entity that the public company controls;

(iii) an entity that controls the public company;

(iv) an entity that is controlled by an entity that controls the public company; and

(b) to give the remuneration would be reasonable given:

(i) the circumstances of the public company or entity giving the remuneration; and

(ii) the related party’s circumstances (including the responsibilities involved in the office or employment).

Benefits that are payments of expenses incurred

(2) Member approval is not needed to give a financial benefit if:

(a) the benefit is payment of expenses incurred or to be incurred, or reimbursement for expenses incurred, by a related party in performing duties as an officer or employee of the following:

(i) the public company;

(ii) an entity that the public company controls;

(iii) an entity that controls the public company;

(iv) an entity that is controlled by an entity that controls the public company; and

(b) to give the benefit would be reasonable in the circumstances of the public company or entity giving the remuneration.

(3) For the purposes of this section:

(a) a contribution made by a body corporate to a fund or scheme for the purposes of making provision for, or obtaining, superannuation benefits (including defined benefits) for an officer of the body, or for dependants of an officer of the body, is remuneration provided by the body to the officer of the body; and

(b) a financial benefit given to a person because of the person ceasing to hold an office or employment as an officer or employee of a body corporate is remuneration paid or provided to the person in a capacity as an officer of the body.

Sourced from the Federal Register of Legislation at 17 May 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au. Verify the current text against the official source before relying on it.

Related sections

Research how courts apply s 211

BriefBridge searches Australian caselaw by meaning — every answer cited to the paragraph.

Try BriefBridge free