Corporations Act 2001

CHAPTER 2D - OFFICERS AND EMPLOYEES  

PART 2D.5 - PUBLIC INFORMATION ABOUT DIRECTORS AND SECRETARIES  

Note: This Part does not apply to a CCIV: see section 1224E .

SECTION 205A   DIRECTOR, SECRETARY OR ALTERNATE DIRECTOR MAY NOTIFY ASIC OF RESIGNATION OR RETIREMENT  

205A(1)    
If a director, secretary or alternate director retires or resigns, they may give ASIC written notice of the retirement or resignation. The notice must be in the prescribed form.

205A(2)    
To be effective, a notice of resignation must be accompanied by a copy of the letter of resignation given to the company.

Note: If a director, secretary or alternative director of a company gives a written notice in accordance with this section, the company is not required to lodge a notice with ASIC under subsection 205B(5) (see subsection 205B(6) ).

205A(3)    
(Repealed by No 101 of 2007, s 3, Sch 1 [ 205].)

SECTION 205B   NOTICE OF NAME AND ADDRESS OF DIRECTORS AND SECRETARIES TO ASIC  

New directors or secretaries

205B(1)    

A company must lodge with ASIC a notice of the personal details of a director or secretary within 28 days after they are appointed. The notice must be in the prescribed form.

Note 1: If a person becomes a director under subsection 120(1) there is no appointment and no notice is required under this subsection.

Note 2: If a person who was appointed as an alternate director becomes a director under the terms of their appointment as an alternate director, there is no appointment as a director and no notice is required under this subsection.

New alternate directors

205B(2)    

A company must lodge with ASIC a notice of:

(a)    the personal details of a person who is appointed as an alternate director; and

(b)    the terms of their appointment (including terms about when the alternate director is to act as a director);

within 28 days after their appointment as an alternate director. The notice must be in the prescribed form.

Personal details

205B(3)    
The personal details of a director, alternate director, or secretary are:

(a) their given and family names; and

(b) all of their former given and family names; and

(c) their date and place of birth; and

(d) their address.

Note: For address see section 205D .

Changes in details

205B(4)    

The company must lodge with ASIC notice of any change in the personal details of a director, alternate director or secretary within 28 days after the change. The notice must be in the prescribed form.

Notice required if person stops being a director or secretary

205B(5)    

If a person stops being a director, alternate director or secretary of the company, the company must lodge with ASIC notice of the fact within 28 days. The notice must be in the prescribed form.

205B(6)    

Subsection (5) does not apply if:

(a)    the person was an alternate director who stopped being a director in accordance with the terms of their appointment as an alternate director; or

(b)    the person gives ASIC a written notice of the person ' s retirement or resignation as a director, alternate director or secretary of the company in accordance with section 205A .

Note: A defendant bears an evidential burden in relation to the matter in subsection (6) , see subsection 13.3(3) of the Criminal Code .

205B(7)    

An offence based on subsection (1) , (2) , (4) or (5) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 205C   DIRECTOR AND SECRETARY MUST GIVE INFORMATION TO COMPANY  

205C(1)   [ Obligation to provide information]  

A director, alternate director or secretary must give the company any information the company needs to comply with subsection 205B(1) or (2) within 7 days after their initial appointment unless they have previously given the information to the company.

205C(2)   [ Time limit for compliance]  

A director, alternate director or secretary must give the company any information the company needs to comply with subsection 205B(4) within 7 days after any change in their personal details.

205C(3)   [ Strict liability offence]  

An offence based on subsection (1) or (2) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 205D   ADDRESS FOR OFFICERS  
Address is normally residential address

205D(1)    
A person ' s address for the purposes of a notice or application under subsection 5H(2) , 117(2) , 205B(1) , (2) or (4) or 601BC(2) must be their usual residential address unless they are entitled to have an alternative address substituted for their usual residential address under subsection (2).

Entitlement to have alternative address

205D(2)    
The person is entitled to have an alternative address substituted for their usual residential address if:

(a)    their name, but not their residential address, is on an electoral roll under the Commonwealth Electoral Act 1918 because of section 104 of that Act; or

(b)    their name is not on an electoral roll under that Act and ASIC determines, in writing, that including their residential address in the notice or application would put at risk their personal safety or the personal safety of members of their family.

This alternative address must be in Australia and be one at which documents can be served on the person. At any particular time, a person is entitled to have only 1 alternative address under this section.

Note: See subsection 109X(2) on the status of the alternative address as an address for service.

205D(3)    
A person who takes advantage of subsection (2) must:

(a)    before or at the same time as the alternative address is first included in a notice or application, lodge with ASIC notice of the person ' s usual residential address; and

(b)    lodge with ASIC notice of any change in the person ' s usual residential address within 14 days after the change.

A notice under this subsection must be in the prescribed form.

205D(4)    
If a court gives a judgment for payment of a sum of money against a person who is taking advantage of subsection (2) , ASIC may give details of the person ' s usual residential address to an officer of the court for the purposes of enforcing the judgment debt.

SECTION 205E   ASIC ' S POWER TO ASK FOR INFORMATION ABOUT PERSON ' S POSITION AS DIRECTOR OR SECRETARY  

205E(1)    
ASIC may ask a person, in writing, to inform ASIC:

(a)    whether the person is a director or secretary of a particular company; and

(b)    if the person is no longer a director or secretary of the company - the date on which the person stopped being a director or secretary.

205E(2)    
The person must give the information to ASIC in writing by the date specified in the request.

205E(3)    

An offence based on subsection (2) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 205F   DIRECTOR MUST GIVE INFORMATION TO COMPANY  

205F(1)   [ Information required]  

A director must give the company any information affecting or relating to the director that the company needs, or will need, to comply with Chapter 6. The director must give the information to the company as soon as practicable after becoming aware that the company needs, or will need, the information. The company must give the information to each of the other directors of the company within 7 days of receiving it.

205F(2)   [ Strict liability offence]  

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 205G   LISTED COMPANY - DIRECTOR TO NOTIFY MARKET OPERATOR OF SHAREHOLDINGS ETC.  

Notifiable interests

205G(1)    

A director of a listed public company must notify the relevant market operator in accordance with subsections (2), (3) and (4) of the following interests of the director:

(a) relevant interests in securities of the company or a related body corporate;

(b) contracts:

(i) to which the director is a party or under which the director is entitled to a benefit; and

(ii) that confer a right to call for or deliver shares in, debentures of, or interests in a managed investment scheme made available by, the company or a related body corporate.

Note: Under section 353 , ASIC may determine conditions that must be complied with when lodging documents electronically under this subsection.

205G(2)    
A notice of a relevant interest in securities under paragraph (1)(a) must give details of:

(a) the number of securities; and

(b) the circumstances giving rise to the relevant interest.

Occasions for initial notification

205G(3)    

The director must notify the relevant market operator within 14 days after each of the following occasions:

(a) appointment as a director of the company;

(b) the listing of the company.

Paragraph (a) does not apply to a director who retires and is then reappointed at the same meeting.

Note: Under section 353 , ASIC may determine conditions that must be complied with when lodging documents electronically under this subsection.

Updating notices

205G(4)    

The director must notify the relevant market operator within 14 days after any change in the director ' s interests.

Note: Under section 353 , ASIC may determine conditions that must be complied with when lodging documents electronically under this subsection.

205G(5)    

The director need not give the information to the relevant market operator under this section if the director has already given the information to the relevant market operator.

ASIC ' s power to make class orders

205G(6)    

ASIC may make an order in writing relieving a director of the obligation to notify the relevant market operator of an interest in a security or contract. The order may be made in respect of a specified class of companies, directors, securities or contracts.

205G(7)    
The order may be expressed to be subject to conditions.

205G(8)    
Notice of the making, revocation or suspension of the order must be published in the Gazette .

Fault-based offence

205G(9)    

A person commits an offence if the person contravenes subsection (1).

Strict liability offence

205G(10)    

A person commits an offence of strict liability if the person contravenes subsection (1).