Insights + Resources

October 26, 2021

Corporate Law Update | Company Directors set to get IDs from New Government Watchdog

Introduction

Australian Company directors will soon be required to verify their identity with a recently formed Government Registrar by applying for a ‘Director Identification Number’. This measure is intended to curb illegal phoenix activities and prevent the use of false or fraudulent director identities.

Applications for existing directors are set to open from 1 November 2021.  Below we have set out some answers to FAQs about the Director Identification Number.

What is a Director Identification Number?  

A Director Identification Number (Director ID) is a unique 15-digit identifier issued to a director who has verified their identity with the Australian Business Registry Services (ABRS).

ABRS is a new service which will bring together the Australian Business Register and over 30 ASIC registers. The issuing of Director ID is ARBS’ first reform activity, and is part of the Government’s implementation of its ‘Modernising Business Registers’ program announced in 2020, as part of the Digital Business Plan.

The Director ID will be used to:

  • prevent the use of false or fraudulent director identities;
  • enable external administrators and regulators to trace directors’ relationships with companies over time; and
  • identify directors that are involved in unlawful activity, including phoenix schemes (see our article on recent legal reforms to phoenix scheme regulation here).

Each Director ID is unique to the person. Directors will only ever need to have one no matter how many boards they sit on. It continues to apply even if they change companies, stop being a director, change their name or move overseas or interstate.

Who needs to apply for a Director ID?

You need to apply for a Director ID if you are a director or an alternate director of:

  • a company, a registered Australian body or a registered foreign company under the Corporations Act 2001 (Corporations Act); or
  • an Aboriginal and Torres Strait Islander corporation registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act).

If you anticipate that you will become a director within 12 months, you may apply for a Director ID. Once a Director ID is obtained, the person must be appointed as a director within 12 months, or the ID will be deactivated.

How do I apply for a Director ID?

You must apply for a director ID yourself because you will need to verify your identity during the application process.

An agent (such as your lawyer or accountant) cannot apply on your behalf.

Directors can apply for their director IDs online via the ABRS website.

Applicants will need to set up a myGovID before applying. Please note that a myGovID is different to a myGov account. Information on setting up a myGovID can be found here.

Applicants will also need to provide their Individual Tax File Number, residential address, and two other documents used to verify their identity. These documents could include bank account details, dividend statements, super account details or PAYG payment summaries.

How much does it cost?

It is free to apply for a Director ID.

What law is this regulated by?

The legislation that introduced the new regime is Part 9.1A of the Corporations Act 2001 (Cth), which was inserted into the Corporations Act 2001 (Cth) by Schedule 2 of the Treasury Laws Amendment (Registries Modernisation and Other Measures) Act 2020 (Cth).

When do I need to apply by?

When you must apply for your Director ID depends on the date you become a director. If you are a director under the Corporations Act, the following time frames apply:

  • If you became a director on or before 31 October 2021, you must apply for an ID by 30 November 2022.
  • If you become a director between 1 November 2021 and 4 April 2022, you must apply within 28 days of appointment.
  • If you become a director on or after 5 April 2022, you must apply for an ID before your appointment.

Please note that different time limits apply if you are a director of an Aboriginal and Torres Strait Islander corporation:

  • If you became a director on or before 31 October 2022, you must apply for an ID by 30 November 2023.
  • If you became a director from 1 November 2022, you must apply before you are appointed.

If you cannot apply by the date you need to, you can apply for an extension. Information on how to do this will become available on the ABRS website in November 2021.

What are my obligations and what happens if I fail to meet them?

If you do not apply for a Director ID within the relevant timeframe, or you misrepresent your Director ID to a Commonwealth body, company, registered Australian body or ATSI corporation, there may be civil or criminal penalties and you may be issued with an infringement notice.

ASIC will be responsible for the enforcement of offences associated with Director IDs.

Concluding remarks

Applications open for Director IDs from 1 November 2021.  If you become a director after that date, you must obtain a Director ID within 28 days.  However existing directors have until 30 November 2022 to get registered.

If you require advice on anything to do with the newly formed ABRS activities and mandate, including Director IDs, please contact us below.

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