Corporations Act 2001

CHAPTER 2D - OFFICERS AND EMPLOYEES  

PART 2D.3 - APPOINTMENT, REMUNERATION AND CESSATION OF APPOINTMENT OF DIRECTORS  

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

Division 3 - Resignation, retirement or removal of directors  

SECTION 203AA   RESIGNATION OF DIRECTORS - WHEN RESIGNATION TAKES EFFECT  

When resignation takes effect

203AA(1)    
A person ' s resignation as a director of a company takes effect on:

(a) if, within 28 days after the day the person stopped being a director of the company, ASIC is notified of that fact under subsection 205A(1) or 205B(5) - the day the person stopped being a director of the company; or

(b) in any other case - the day written notice is lodged with ASIC stating that the person has stopped being a director of the company.

Note 1: A director includes a person appointed to the position of alternate director, see the definition of director in section 9 .

Note 2: For the application of this section, see Part 10.37 .

203AA(2)    
However, if:

(a) because of paragraph (1)(b), the person ' s resignation takes effect on a day that is not the day the person stopped being a director of the company; and

(b) the person or the company applies to ASIC or the Court for it to fix, as the day the person ' s resignation takes effect, the day (the resignation day ) that the person stopped being a director of the company; and

(c) the application is made in accordance with subsection (5); and

(d) the applicant satisfies ASIC or the Court that the person stopped being a director of the company on the resignation day;

ASIC or the Court may fix the resignation day as the day the person ' s resignation takes effect.

203AA(3)    
The Court must not fix the resignation day as the day the person ' s resignation takes effect unless it is satisfied that it is just and equitable to do so.

203AA(4)    
ASIC must not fix the resignation day as the day the person ' s resignation takes effect unless it has had regard to:

(a) any conduct, act, omission or representation of the applicant in relation to notifying ASIC of the resignation; and

(b) the reasons for any delay in notifying ASIC of the resignation.

Application to ASIC or the Court

203AA(5)    
For the purposes of paragraph (2)(c), the application:

(a) if made to ASIC - must:

(i) be made within 56 days after the day the person stopped being a director of the company; and

(ii) be lodged in the prescribed form; or

(b) if made to the Court - must be made within either:

(i) 12 months after the day the person stopped being a director of the company; or

(ii) such longer period as the Court allows.

Notification to ASIC

203AA(6)    
If the Court fixes the resignation day as the day the person ' s resignation takes effect, the applicant must, within 2 business days after the Court fixes the resignation day, lodge with ASIC a copy of the order made by the Court that fixes the day.

203AA(7)    
An offence based on subsection (6) is an offence of strict liability.

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

Company must be left with at least 1 director

203AA(8)    
This section has effect subject to section 203AB .