Skip to main content

Companies

If you did not consent to be a company officeholder

Key points:

  • A company must obtain and keep your written and signed consent before you become a company director or secretary.
  • If you’re on the companies register as an officeholder without your consent, you can ask us to consider your situation.
  • Sometimes people might not understand all the obligations they have signed up for. In these cases, they must still meet their obligations.

How officeholder consent works

The company must obtain and keep a written and signed consent from you before you are appointed as a company officeholder.

In some instances, officeholders are appointed without ever giving their consent. If you did not give your written and signed consent, the company has not complied with the law.

In other cases, you are appointed as an officeholder without someone explaining the obligations to you or giving you information to explain the role of a director or secretary. You must still meet your obligations.

You may only realise you have been made an officeholder when you receive formal correspondence in relation to the company.

If you did not give consent

If you are listed as an officeholder for a company but never gave your consent, you can ask us to consider the circumstances of your appointment. If we determine you were not properly appointed and have not performed the role of a director or secretary, we may be able to withdraw you from the companies register.

To ask us to do this, use the online enquiry form. Select the 'Company' and 'Registrations' options.

You will need to give us:

  • your full name
  • your date and place of birth
  • the name of the company and its ACN
  • your current address and any previous addresses
  • your phone number
  • a summary of the circumstances.

You may want to provide supporting documents to help us better understand your situation.

We will then ask the company or its representatives to provide evidence that you consented to act as an officeholder.

If you believe that contacting the company or its representatives could pose a risk to your safety or wellbeing, tell us when you contact us. You should also include evidence about this. We will consider this when deciding how to handle your situation.

What happens next?

If the company cannot show us evidence that you consented, we will consider all the available information, including what is in the form you sent us.

If we consider you were not properly appointed and you have not performed the role of an officeholder for that company, we will withdraw you as an officeholder. Withdrawing your name from the register means you are no longer recorded as an appointed officeholder of the company. This means that your personal information will be removed from our companies register as if it was never on the register for that.

If the company can show us evidence that you consented, we will not withdraw you from the companies register

We cannot intervene if there is an internal dispute between a company and its officeholders. You will need to resolve such a dispute yourself. You might do this through mediation, with the help of lawyers, or through a court.

Your obligations if you gave consent

Sometimes officeholders give written and signed consent without fully understanding the obligations of company officeholders. You will still have these obligations. You can decide to resign as a company officeholder. However, you can still be responsible for the actions you performed while appointed as an officeholder.

If you need help

ASIC’s Moneysmart website has information that may help if you:

You can also get help from: