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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.
  • If you're experiencing financial abuse, there are services that can help you.

How officeholder consent works

A 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 may have been appointed as an officeholder without someone explaining the obligations to you or giving you information to explain the role of a director or secretary. This is not a reason to be withdrawn as a company officeholder through the following steps (explained under If you did not give consent). 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 of a company but never gave your consent, you can ask us to check information about your appointment.

To ask us to do this, use the online enquiry form. Select the 'Company' and 'Registration' 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. A company representative is a person who is authorised to act on behalf of the company, such as a company officeholder, external administrator or registered agent.

If the company is deregistered, we will contact former representatives of the company.

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, if possible. We will consider this when deciding how to handle your situation.

What happens next?

We will review any evidence from the company and any other information we receive about the officeholders of the company. This includes the information you sent us and company documents that have been lodged with us.

If there is no evidence that you consented to be an officeholder, we will remove your name and details from the companies register.

If we remove your name and details, you will no longer be recorded as a current or previous officeholder of the company. It will be like you were never on the register as an officeholder.

We will not remove you from the companies register if we receive evidence that you consented to be an officeholder.

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. You may wish to seek legal advice.

If your consent was obtained under coercion

In this situation, we usually can’t remove you from the companies register unless a court orders us to. If we receive a court order to correct the companies register, we’ll make the changes set out in the court order.

You need to apply to a court to get a court order. We suggest that you get legal advice before you apply.

Learn more: Court orders to change or correct details on a register

If you need help

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

You can also get help from: