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<h1>Section 323 makes private company directors jointly and severally liable for unrecoverable company taxes unless they prove no gross neglect</h1> Section 323 imposes joint and several personal liability on directors of private companies for tax (including penalties, interest and fees) unrecoverable from the company, operating irrespective of the Companies Act and placing on directors the burden to prove non-recovery was not due to their gross neglect, misfeasance or breach of duty. The Bill originally included a narrow saving exempting directors on conversion to a public company for tax years commencing before 1 April 1961; that saving was omitted in the enacted Act, thereby broadening director exposure. No procedural details, legislative history or effective date are provided.