ASIC has disqualified Philip Whiteman of Mount Dandenong, Victoria, from managing corporations for the maximum period of five years due to his involvement in the failure of five companies.

Between November 2010 and June 2017, it was determined that Mr Whiteman acted as a 'shadow director’ by controlling companies and acting in the position of a director, despite not being a registered director. The companies that entered liquidation between February and June 2017 were:

• A&S Services Australia Pty Ltd (ACN 165 857 321) (A&S);
• Bolton & Swan Pty Ltd (ACN 153 647 360) (B&S);
• ACN 147 341 991 Pty Ltd (ACN 147 341 991) (DNV);
• Armstrong and Shaw Pty Ltd (ACN 148 949 375) (Armstrong); and
• Ainslie Harding & Wood Solicitors Pty Ltd (ACN 607 552 741)(AHW).

The companies were involved in business advisory services including pre-insolvency, legal, tax and accounting advice and operated in Melbourne’s inner south-eastern suburbs of Cremorne and Prahran.

In relation to A&S, DNV and Armstrong, ASIC was concerned that Mr Whiteman improperly used his position as a director, failed to act in good faith in the best interests of the companies, and failed to exercise care and diligence. In relation to A&S, B&S, DNV, and Armstrong, ASIC was concerned that Mr Whiteman failed to meet statutory lodgement requirements to the Australian Taxation Office (ATO) and keep written financial records.

At the time of ASIC’s decision, the companies owed a combined total of $17 million, including approximately $15.2 million owed to the ATO.

Mr Whiteman is currently an undischarged bankrupt and was previously a bankrupt from January 2010 to March 2014.

ASIC’s investigation was assisted by the receipt of a supplementary report lodged by Andrew Yeo of Pitcher Partners (Victoria), the liquidator of A&S, B&S, DNV and Armstrong. Mr Yeo was assisted by grant funding from the Assetless Administration Fund, which is administered by ASIC, enabling the liquidator to investigate and report their findings.

Mr Whiteman is disqualified from managing corporations until 28 August 2028.

Mr Whiteman has the right to seek a review of ASIC’s decision by the Administrative Appeals Tribunal.

Background

Section 206F of the Corporations Act allows ASIC to disqualify a person from managing corporations for a maximum period of five years if, within a seven-year period, the person was an officer of two or more companies, and those companies were wound up and a liquidator provides a report to ASIC about each of the company’s inability to pay its debts.

ASIC maintains a banned and disqualified persons register that provides information about people who have been disqualified from:

• involvement in the management of a corporation;
• auditing self-managed superannuation funds (SMSFs); or
• practising in the financial services or credit industry.