Change of Director Notice (Australia)

A Change of Director Notice is the formal documentation required to notify the Australian Securities and Investments Commission (ASIC) of any appointment, resignation, or cessation of a director or company secretary of an Australian company. Under s 205B of the Corporations Act 2001 (Cth), every Australian company — whether proprietary or public — must notify ASIC within 28 days of a change to its directors or company secretaries. The primary mechanism for lodging the notification is ASIC Form 484 (Change to company details), submitted through the ASIC Connect online portal.

ASIC maintains the publicly accessible Australian Business Register, which records the current and former directors of every registered Australian company. Accurate and timely director information is critical for investors, lenders, counterparties, and government agencies who search the register to verify the authority of persons purporting to act on behalf of a company. Failure to notify ASIC within the 28-day period under s 205B of the Corporations Act 2001 results in a late lodgement fee and may constitute a continuing contravention of the Act, exposing the company and its officers to penalties.

Under the Corporations Act 2001 (Cth), every director of an Australian company must satisfy basic eligibility requirements. Section 201B requires directors to be at least 18 years of age. Part 2D.6 of the Act (ss 206A–206H) provides for automatic disqualification from managing corporations — for example, following conviction of certain fraud or dishonesty offences — and for court-ordered disqualification by the Federal Court of Australia or a state or territory Supreme Court on application by ASIC. A person who manages a corporation while disqualified commits a serious criminal offence under s 206A.

For new appointments, the incoming director must provide their written consent to act as a director before being appointed, under s 201D of the Corporations Act 2001. ASIC Form 484 includes a declaration by the appointee confirming eligibility. Proprietary companies must maintain at least one director who ordinarily resides in Australia under s 201A(1). Public companies must have at least three directors, at least two of whom ordinarily reside in Australia (s 201A(2)). The Federal Court of Australia and state Supreme Courts have jurisdiction to appoint replacement directors where a company is left without a quorum following a change under s 1322 of the Corporations Act 2001.

The company's obligations do not end with the ASIC notification. Under s 168 of the Corporations Act 2001 (Cth), the company must update its own internal register of directors and company secretaries to reflect the change. Section 173 requires the company to make the register available for inspection. Failure to maintain accurate registers can undermine the company's ability to rely on the indoor management rule under s 128 of the Corporations Act 2001, which protects third parties who deal with a company in good faith but can expose the company to claims that dealings were unauthorised. Forms-legal.com provides this template as a starting point for Corporations Act 2001-compliant director change documentation.

A Change of Director Notice must be prepared and lodged with ASIC within 28 days of any change to the directors or company secretary of an Australian company registered under the Corporations Act 2001 (Cth). The obligation arises in a range of specific circumstances that occur regularly in the life of Australian companies.

New appointments: Whenever a new director is appointed — whether by a board resolution between general meetings (if the company's constitution permits casual vacancies) or by a shareholder resolution at a general meeting — the company must notify ASIC using Form 484 within 28 days of the date of appointment. The new director's written consent to act under s 201D of the Corporations Act 2001 must be obtained before lodging the notice.

Voluntary resignations: A director who resigns must give written notice of resignation to the company. Under s 203A of the Corporations Act 2001, a director of a proprietary company may resign at any time by giving written notice to the company. The resignation takes effect on the date specified in the notice or the date the company receives the notice, whichever is later. The company must then lodge Form 484 with ASIC within 28 days.

Removal by shareholder resolution: Members of a company may remove a director by ordinary resolution at a general meeting under s 203D of the Corporations Act 2001 (subject to any restrictions in the constitution). The removed director must be given written notice and an opportunity to be heard before the resolution is passed. ASIC must be notified within 28 days of the resolution.

Death, incapacity, or disqualification: A directorship ceases automatically upon the death of a director, upon a court-ordered disqualification under Part 2D.6 of the Corporations Act 2001, or upon the director becoming bankrupt or mentally incapacitated. In each case, the company must update the ASIC register within 28 days.

Company secretary changes: The same 28-day notification obligation under s 205B applies to changes in company secretary. Public companies must have at least one company secretary who ordinarily resides in Australia under s 204A(2) of the Corporations Act 2001, and failure to maintain this requirement is itself a contravention.

Preparing the notice in advance of the effective date of the change — and ensuring the board resolution, written consent to act, and Form 484 are all signed and dated consistently — reduces the risk of late lodgement fees from ASIC and requires the company's register accurately reflects who has authority to bind the company under s 127 of the Corporations Act 2001.

The documentation for a Change of Director Notice in Australia must address the following elements to comply with the Corporations Act 2001 (Cth) and ASIC's administrative requirements.

ASIC Form 484: The primary notification mechanism is ASIC Form 484 (Change to company details), lodged through the ASIC Connect portal. The form captures the company's ACN, the type of change (appointment, resignation, or cessation), and the personal details of the director or company secretary affected. The 28-day lodgement deadline under s 205B of the Corporations Act 2001 (Cth) runs from the date the change takes effect, not from any subsequent board meeting.

Director personal details: For each director being appointed or ceasing, Form 484 requires the individual's full legal name, date of birth, and residential address. ASIC uses this information to link the director to their entry in the Australian Business Register and to identify any disqualification notices under Part 2D.6 of the Corporations Act 2001. Providing false or misleading information on Form 484 is an offence under s 1308 of the Corporations Act 2001.

Date of change: The exact date of appointment, resignation, or cessation must be recorded. For an appointment, this is the date the resolution was passed or the date specified in the resolution. For a resignation, this is the effective date stated in the written notice under s 203A of the Corporations Act 2001 (Cth).

Consent to act as director: For new appointments, a signed Consent to Act as Director must be obtained from the incoming director under s 201D of the Corporations Act 2001 before the appointment is lodged. ASIC Form 484 includes a consent section, but a separate written consent document is established standards for record-keeping and in case of later dispute about when the consent was given.

Board resolution: A board resolution (or shareholder resolution, for removals under s 203D) authorising the change must be prepared and entered in the company's minute book under s 251A of the Corporations Act 2001. The resolution should record the date, the name of the director affected, the type of change, and the votes cast.

Company register update: Under s 168 of the Corporations Act 2001, the company must update its register of directors and company secretaries. The register must include the director's full name, date of birth, address, date of commencement, and (for ceased directors) date of cessation. Under s 173, any member may inspect the register free of charge.

Directors' duties briefing: For new appointments, the notice package should include a summary of the director's statutory duties under ss 180–183 of the Corporations Act 2001 — care and diligence, good faith, and prohibition on improper use of position or information — and the insolvent trading duty under s 588G. ASIC publishes the Director Identification Number (director ID) requirement: since 5 April 2022, all new directors must obtain a director ID from ASIC before being appointed, under the Corporations (Director Identification Number) Act 2022 (Cth).

Director identification number: Under the Corporations (Director Identification Number) Act 2022 (Cth), new directors must apply for and receive a director ID from the Australian Business Registry Services (ABRS) before being appointed. The director ID must be included on Form 484 for new appointments from 5 April 2022 onwards. Forms-legal.com provides this template as a starting point for Australian company secretarial documentation.