Alternate directors

A director of a company may, with the other directors' approval, appoint an individual to act as an alternate to exercise some or all of the director's powers for a specified period.

If your company is registered as a charity with the Australian Charities and Not-for-Profits Commission (ACNC) some of your reporting obligations to ASIC will no longer apply. See here for details.

The appointing director may request the company to give the alternate notice of directors’ meetings.

Depending on the terms of appointment, an alternate may be granted the same powers and carry out the same duties as the appointing director.

The appointing director may terminate the alternate’s appointment at any time. An appointment or its termination must be in writing. A copy must be given to the company.

Appointment of an alternate director

A company must notify us within 28 days if a person is appointed as a director or as an alternate director. A Form 484 Change to company details is required to notify the appointment.

The following details are required when appointing an alternate director:

  • full name and any former names;
  • date and place of birth;
  • residential address;
  • date of appointment;
  • the name of the director for whom the individual is an alternate;
  • expiry date (if applicable). If the appointment is open ended, provide the date of appointment only;
  • terms of appointment. These must include details such as the timeframe of the appointment, capacity to sign instruments and attend meetings.

How to change details for an alternate director

As with notifying changes to details of directors and secretaries a Form 484 must be submitted to notify any changes to details of an alternate director. Changes include:

  • change to name or address;
  • change to the proposed expiry date (if any) during the appointment period. This can be done by ceasing the current appointment and reappointing the alternate director with details of the new terms of appointment.

Ceasing an alternate director

If an expiry date was provided at the time of appointment, you don't need to notify us when the alternate director ceases.

If the appointment was open ended, you need to notify the date of cessation by lodging a Form 484.

The cessation of the director for whom the alternate is appointed, does not automatically cease the alternate director. A Form 484 is required to notify the cessation of both roles.

The cessation of an alternate director who is also an existing appointed director, does not automatically cease the appointed director. A Form 484 is required to notify the cessation of both roles (if applicable).

This is Information Sheet 2 (INFO 2). Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.

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Last updated: 07/10/2014 12:01