Who must 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).

Directors' duties under the Corporations Act 2001 (Cth) require directors to act with reasonable care and diligence, in good faith in the best interests of the company, not to improperly use their position or information for personal gain or to cause detriment, and to prevent insolvent trading. The business judgment rule (s 180(2)) provides a safe harbour for honest, informed decisions made in good faith.

Applies when the business has an incorporated company.

How the regulator frames it: All directors and officers of companies.

What triggers it: Holding office as a director or officer.

Jurisdiction: Commonwealth law, so the test is the same in every state and territory.

Outcome across the 35 industries Rules Mate maps (35 of 35: depends on size or structure).

The answer is the same in every industry: depends on size or structure. Industry does not change who must comply.

Size does not change the answer across all industries: at every size band the answer is "depends on size or structure".

Each line is one run of the Rules Mate applicability engine for a single business profile, with the reason the engine gives:

• Pty Ltd company in real estate agents with 6–19 employees, turnover $1M–$3M: applies. Incorporated company (Corporations Act)
• Sole trader in real estate agents with 6–19 employees, turnover $1M–$3M: does not apply. Requires an incorporated company.

When due

Continuous obligation.

Frequency

Ongoing

Evidence to keep

Board minutes showing informed decision-making, registers of interests, conflict-management protocols.

Status

Current

Priority

Critical

Maximum penalty: Civil penalty up to $1.82M for individuals (5,000 penalty units), or 3× benefit; criminal for dishonest conduct.

Rules Mate has not yet classified the audit or assurance level for this obligation. Any audit, review or certification requirement is set by the regulator source listed below.

• ASIC v Noumi Limited / Michael Shoebridge (2024): Inventory and revenue recognition controls remain a central ASIC enforcement focus.
• ASIC v Noumi (Freedom Foods) (2024): Inventory + revenue recognition remain central financial-statement audit areas; directors' duties extend to financial-statement integrity.
• ASIC v The Star Entertainment Group (directors and officers) (2024): Director and officer accountability under s 180 extends to oversight of non-financial risks including AML and culture.

If this obligation applies to you, so do these 5: the engine uses the same rule for each.

• Lodge the ASIC annual company statement and review fee
• Prevent insolvent trading (s 588G)
• Pay ASIC fees + lodge prescribed forms
• Pay company PAYG/GST/SG or face Director Penalty Notice (DPN)
• Discharge of directors' duties — practical evidence

• Apply for a Director Identification Number (Director ID): Every director needs a Director ID before appointment — apply via ABRS.
• Appoint voluntary administrator under Part 5.3A Corporations Act: Directors can place company in voluntary administration when insolvent — pause creditor claims for restructuring window.
• Simplified Debt Restructuring (small business): Small companies (<$1M liabilities) can use SDR to restructure without full external admin.

Across the 1,890 business profiles Rules Mate evaluates, these obligations apply to most of the businesses this one applies to, and are far more common among them than among businesses generally:

• Maintain auditor / financial reporting (Chapter 2M): applies to 58% of the same businesses (4.5× the overall rate)
• Comply with corporate whistleblower protections (Part 9.4AAA Corporations Act): applies to 58% of the same businesses (4.5× the overall rate)
• Beneficial ownership transparency (Tranche 3 — under consultation): applies to 100% of the same businesses (4.5× the overall rate)

Rules Mate tracks 9 published obligations tagged "directors", 5 of them rated critical. For a professional services Pty Ltd company with 6–19 employees operating in every state, 6 of those apply outright. This obligation is rated critical priority and carries criminal liability, and is an ongoing duty.

Regulated by Australian Securities and Investments Commission.

ASIC: Corporate regulator administering the Corporations Act, financial services and credit licensing (AFSL/ACL), markets supervision, insolvency, and registries (ASIC and ABRS).

• Australian Securities and Investments Commission

Corporations Act: The foundational federal Act for Australian corporate law.

• Corporations Act 2001

Free tools that help with this obligation:

• Director ID checker
• Director duties check
• Whistleblower policy builder