When a director can or must leave office
Find out when and how company directors can resign, and the circumstances that lead to disqualification from being a director.
Resignation requirements
A director can resign if both of these conditions are met:
The resignation process complies with the company constitution.
The company will still have at least one director who is ordinarily resident.
Note: The company must withdraw the position holder via Bizfile within 14 days of the resignation. If the company fails to do so, the director can notify ACRA directly.
Reasons for disqualification
Directors can be automatically disqualified for a few reasons under the Companies Act 1967 (opens in new tab).
Director disqualification
Reason | Disqualification period |
|---|---|
Bankruptcy (section 148) | Until the director is discharged from bankruptcy. |
National security or interest (section 149A) | Three years from the date the winding-up order is issued. |
Disqualification for persistent default in relation to delivery of documents to Registrar (section 155) | Five years from the date of the last conviction. |
Three or more companies struck off by ACRA within five years (section 155A) |
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Any of these reasons:
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Note: If a director faces multiple disqualifications, the disqualification periods will run concurrently. The director may resume serving as a director once all disqualifications have ceased.
What to do after disqualification
Disqualified directors cannot act as directors or manage any companies without permission.
Next steps for disqualified directors
Directors
What you need to do | What you need to know |
|---|---|
Notify the company of your disqualification as soon as practicable but not later than 14 days after the disqualification | You need to inform your company so that it can:
Penalty for failing to notify the company: Fine not exceeding $1,000. |
Stop acting as a director | During the disqualification period, unless you have obtained permission, you cannot:
Penalty: Fine up to $10,000, imprisonment up to two years, or both. |
(Optional) Get permission to continue | You cannot appeal to overturn the disqualification. However, you can act as a director of an existing company if you get permission from:
Once permission is granted, you must submit proof of approval via the General lodgement eService (opens in new tab). |
After the end of your disqualification period | After the end of your disqualification period, you can:
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Next steps for companies
Companies
What companies must do | Details |
|---|---|
Notify ACRA within 14 days upon receiving notice of the director’s disqualification | Failure to notify: Fine not exceeding $5,000 and also to a default penalty for the company and every officer of the company |
Penalty: Fine not exceeding $25,000 | |
Find a replacement, if needed | If the disqualified director is the only local director, the shareholders must appoint another local director. If the shareholders cannot find a replacement or no longer want to run the business, the company can apply for striking off the company (opens in new tab). |
Frequently asked questions (FAQs)
Does ACRA notify an individual if they are disqualified after being convicted of three or more filing offences or had three or more companies struck off?
There is no statutory requirement for ACRA to notify individuals or their companies of a disqualification. As disqualification arises by operation of law, individuals should take steps to ascertain their status and ensure compliance with the relevant legal requirements.
Where can I see if a director has been disqualified?
An individual’s disqualification can be seen in the company’s Business Profile (opens in new tab) of the company and the individual’s People Profile (opens in new tab). Both are available to the public for a fee.
