Corporate Affairs Commission v Drysdale

The Corporate Affairs Commission (CAC) brought proceedings against Drysdale, alleging that Drysdale had contravened section 129(1) of the Companies Act 1961 (NSW) by failing to lodge a notice of his resignation as a director of a company within the prescribed time. The dispute concerned whether Drysdale was liable for this contravention, given his assertion that he had not been aware of the requirement to lodge such a notice. The matter was heard by the High Court of Australia.

The central legal issue before the High Court was whether ignorance of the statutory obligation to lodge a notice of resignation as a director constituted a defence to a charge of contravening section 129(1) of the Companies Act 1961 (NSW). Specifically, the court had to determine whether the offence created by the section was one of strict liability, meaning that mens rea (a guilty mind) was not a necessary element for conviction.

The High Court, in a majority decision, held that section 129(1) created an offence of strict liability. The court reasoned that the purpose of the section was to ensure that the public record of directors was kept up-to-date, and that requiring proof of mens rea would undermine this objective. The judges considered the wording of the section and the public interest in accurate company records, concluding that the legislature intended to impose an obligation on directors to ensure compliance, regardless of their subjective awareness of the specific requirement. Consequently, Drysdale's lack of awareness of the need to lodge the notice was not a defence.