Directors & governance in New South Wales

Pay NSW transfer duty on residential property acquisitions

Variable transfer duty rates; foreign purchaser additional duty 9%.

FAR deferred remuneration arrangements (40% deferral 4 years)

FAR accountable persons must have 40% of variable remuneration deferred 4 years.

Comply with Financial Accountability Regime (FAR) accountability obligations

Banking entities from 15 March 2024; insurers and super trustees from 15 March 2025.

Comply with directors' general law and statutory duties

Directors owe duties of care and diligence (s 180), good faith (s 181), no improper use of position (s 182) or information (s 183).

Comply with ASX continuous disclosure (Listing Rule 3.1)

Listed entities must immediately disclose price-sensitive information to the market.

Pay company PAYG/GST/SG or face Director Penalty Notice (DPN)

Directors personally liable for unpaid company PAYG, GST + SG via DPN regime.

Appoint voluntary administrator under Part 5.3A Corporations Act

Directors can place company in voluntary administration when insolvent — pause creditor claims for restructuring window.

Register security interests on the PPSR

Secured creditors must register on the Personal Property Securities Register to preserve priority.

Prevent insolvent trading (s 588G)

Directors must prevent the company incurring debts while insolvent — or face personal liability.

Apply for a Director Identification Number (Director ID)

Every director needs a Director ID before appointment — apply via ABRS.

Simplified Debt Restructuring (small business)

Small companies (<$1M liabilities) can use SDR to restructure without full external admin.

Personal bankruptcy declaration or debt agreement

Individuals with unmanageable personal debt can voluntarily petition for bankruptcy via AFSA.

Comply with corporate whistleblower protections (Part 9.4AAA Corporations Act)

Public companies and large proprietary companies must have a whistleblower policy and protect disclosers.

Discharge of directors' duties — practical evidence

Directors must contemporaneously document discharge of duties for defence in s 180-183 cases.

Beneficial ownership transparency (Tranche 3 — under consultation)

Proposed beneficial ownership register for unlisted companies and trusts — consultation through 2024-2025; commencement TBD.

Adopt the Voluntary AI Safety Standard (DISR 2024)

10 voluntary guardrails for safe + responsible AI deployment; mandatory regime in development.