A Consent to Act as Director is a formal written document by which a person agrees to accept appointment as a director of an Australian company and acknowledges the legal obligations that arise from that role. It is a mandatory requirement under section 201D of the Corporations Act 2001 (Cth), which provides that a company must not appoint a person as a director of the company unless the person has consented in writing to holding the position.

The consent requirement exists because the role of company director in Australia carries serious legal duties and personal liability under the Corporations Act and other legislation. Directors can be held personally liable for insolvent trading (section 588G), can face civil penalties for breaching their statutory duties (sections 180–183), and can be disqualified from managing corporations for a range of conduct-based and insolvency-related reasons (sections 206A–206G).

In addition to the s201D consent requirement, since 5 April 2022 every director of an Australian company must have a Director Identification Number (Director ID) before acting in that role. Director IDs were introduced under Part 9.1A of the Corporations Act (inserted by the Treasury Laws Amendment (Registries Modernisation and Other Measures) Act 2020) and are issued by the Australian Business Registry Services (ABRS) through myGovID. A Director ID is a unique 15-digit identifier that an individual retains for life across all their directorships.

Once a new director is appointed and has given their written consent, the company must notify ASIC of the appointment within 28 days by lodging Form 484 (Change to Company Details) through ASIC Connect. The Form 484 records the director's personal details — including full name, date of birth, place of birth, and residential address — on the public ASIC register.

A Consent to Act as Director is required every time a new director is appointed to an Australian company. This includes the appointment of the company's first director at the time of incorporation, subsequent appointments of additional directors, replacements for directors who have resigned or been removed, and appointments of alternate directors.

The consent must be signed before the appointment takes effect. A company that appoints a director without obtaining a prior written consent commits an offence under section 201D of the Corporations Act. Similarly, a person who purports to act as a director without giving consent can face compliance issues when the company later tries to lodge its change of details with ASIC.

Common practical situations requiring this document include: when a new investor is appointed to the board as a condition of their investment; when a start-up brings on an independent non-executive director to strengthen its governance; when a founding director brings on a co-founder as an additional director; when a company undergoes a restructure and new directors are appointed to subsidiaries or holding companies; when a sole director company appoints a second director to comply with the two-director quorum requirement for certain resolutions; and when a family business appoints a family member or professional adviser to the board.

For small proprietary companies with a sole director, the director's consent is still required at incorporation. ASIC will not accept registration of a company without a director who has consented to the appointment. The signed consent must be retained in the company's records indefinitely as evidence of the lawful appointment.

A valid Consent to Act as Director for an Australian company should contain several key elements to comply with section 201D of the Corporations Act 2001 (Cth) and to provide a complete record for ASIC notification purposes.

Company identification — The document must clearly identify the company by its full registered name and Australian Company Number (ACN). The ACN is the 9-digit number issued by ASIC on incorporation and is the definitive identifier for the company.

Director personal details — The document must record the director's full legal name, date of birth, and place of birth. These details are required for the Form 484 lodgement with ASIC. The director's current residential address must also be recorded.

Director Identification Number — From 5 April 2022, the director's Director ID issued by the ABRS should be recorded in the consent document. Acting as a director without a Director ID is an offence under section 1272C of the Corporations Act.

Date of appointment — The consent must specify the date from which the director's appointment takes effect. The company cannot appoint the director retrospectively before the date of consent.

Acknowledgment of duties — While not strictly required by section 201D, it is best practice to include an acknowledgment that the director is aware of their key statutory duties under the Corporations Act, including the duties of care and diligence (s180), good faith (s181), and the insolvent trading obligation (s588G).

Disqualification declaration — The director should declare that they are not disqualified from managing a corporation under Part 2D.6 of the Corporations Act. This protects the company and helps identify any issue before the appointment takes effect.

ASIC notification reference — The document should note the obligation to lodge Form 484 within 28 days of appointment to notify ASIC of the change to the company's directors.