Directors' liability: directors of private companies are jointly and severally liable for unrecovered GST unless they prove no gross neglect. Directors of a private company are jointly and severally liable for tax, interest or penalty that cannot be recovered for a period during which they were directors, unless they prove non recovery is not due to their gross neglect, misfeasance or breach of duty. If the private company converts to a public company and recovery was not completed before conversion, subsection (1) does not apply to those former private company directors in respect of such tax, interest or penalty, except that personal penalties on a director remain unaffected.