Director liability for unpaid GST: directors of private companies are jointly and severally liable unless gross neglect is disproved. Directors of a private company are jointly and severally liable for tax, interest or penalty that cannot be recovered from the company for supplies made during their tenure, unless they prove non recovery was not due to gross neglect, misfeasance or breach of duty. If the private company converts to a public company and recovery remained incomplete before conversion, that liability under the first rule does not apply to former private company directors for those amounts, but any personal penalty on a director remains unaffected by the conversion exception.