Changing a director is two jobs glued together. The first is internal: the company resolves or records the appointment or resignation, and updates its own books. The second is external: ASIC must be told, within a set deadline, so the public company register matches what actually happened. Shareholder changes sit mostly in the first category, with the second often unnecessary — and knowing which side of that line you are on is the decision this guide helps you make.
This guide is general information for people running or administering an Australian company. It is not legal advice, and it does not cover every structure. Confirm current requirements with ASIC or your adviser before you lodge anything.
The 28-day rule for officeholders
The core deadline comes straight from ASIC: if the company appoints a new director or secretary, or a current director or secretary resigns or retires, the company must tell ASIC within 28 days.
That 28-day obligation attaches to officeholders — directors and secretaries. ASIC's own guidance page for this task is titled "Add or remove a company officeholder", which tells you the scope before you even log in.
Two practical points follow from the wording:
- The clock runs on the company, not on the outgoing director personally. A departing director cannot assume someone else has filed; a director who has just been appointed should confirm the notice went in.
- "Resigns or retires" is broader than "gives you a written resignation letter". Death, removal by members, and a retirement triggered by the company's own rules can all end an appointment. Ask what the actual effective date is, because the notice to ASIC is dated by that event, not by the day you get around to the paperwork.
Treat the date of the appointment or cessation as a fact you verify, not one you estimate. It drives the deadline and it drives what the register will say about who was responsible for decisions on a given date.
Director versus shareholder: which one needs ASIC?
The two changes are frequently confused, especially in small proprietary companies where the same people are both directors and shareholders.
| Change | Usually notified to ASIC? | Where it is recorded |
|---|---|---|
| Director or secretary appointed | Yes — within 28 days, per ASIC | Company records plus the ASIC company register |
| Director or secretary resigned, retired or was removed | Yes — within 28 days, per ASIC | Company records plus the ASIC company register |
| Existing director's details changed (name, address) | Yes — check ASIC's current guidance | ASIC company register |
| Shares transferred between existing members | Generally not part of the officeholder notification described by ASIC | Primarily the company's own member/ share records |
| New member issued shares | Generally not part of the officeholder notification described by ASIC | Primarily the company's own member/ share records |
Here is the distinction that makes sense of the table. ASIC maintains the public record of who the officeholders are. The shareholding is recorded in the company's own books, so a change in ownership usually means updating your internal registers and minute book rather than filing the officeholder notification.
Two cautions. First, ASIC's add-or-remove-a-company-officeholder guidance is scoped to officeholders, so do not assume the same form, the same portal step or the same 28-day deadline applies to a share transfer. Second, if a shareholder change also removes every director, replaces the public officer, or alters the company's registered office or ultimate holding company, you may have separate ASIC obligations. Verify the current position rather than extrapolating.
Records to gather before you log in
Most failed or delayed notifications come from missing details, not from the form itself. Assemble this before you open ASIC's portal:
- The meeting or resolution evidence. A directors' resolution, a members' resolution where the change is a removal or election, or the written record of a resignation.
- The appointment or cessation date. Exactly as recorded internally.
- The new officeholder's personal details. Full legal name, date and place of birth, and residential address, in the form ASIC currently asks for. Do not guess at a spelling or use a work address where a residential address is required.
- Consent. Written confirmation that the person consents to acting as director or secretary, obtained before or at appointment.
- Authority to lodge. Confirm you have access to the company's ASIC account, or arrange it before the 28 days start to run. Being locked out of the portal is not an excuse the deadline accommodates.
- Supporting identification. Requirements have changed over time and vary by circumstance, so check what ASIC currently requires rather than reusing last year's list.
How the update reaches ASIC
ASIC delivers these services through its online portals. Its guidance directs you to log in or sign up to ASIC's portals for company officeholder changes, and points only seekers through the same online services area. In practice that means:
- Make the internal change properly. Record the resolution, obtain consent, update the company's registers and minute book. The ASIC record is a consequence of the internal decision, not a substitute for it.
- Lodge the officeholder change online within 28 days, using the "add or remove a company officeholder" service ASIC currently publishes. Use the live page rather than a saved or emailed copy, because forms and procedures are revised.
- Keep the confirmation. Whatever receipt or confirmation ASIC issues becomes part of the company's records of compliance.
- Reconcile against the annual statement. ASIC lets you download your company annual review statement, which includes the annual invoice and payment details. When that statement arrives, check that the officeholder details on it match your own books. Discrepancies are easiest to fix when you notice them early.
If your company has no online access set up, arrange it early. The portal's sign-up and authentication steps take time, and the deadline does not pause for them.
What to check after a share transfer
Because share transfers are not the officeholder notification, the work is internal but still substantive:
- Update the register of members, including the date the transfer took effect.
- Cancel the old share certificate and issue the new one if your company issues certificates.
- Note any consideration paid and keep evidence of it.
- Check whether the constitution restricts transfers — for example a pre-emptive rights clause giving existing members first refusal, or a requirement for directors' approval.
- Confirm whether the transfer affects control or ownership reporting elsewhere. This can touch tax, trust deeds, financing documentation and any personal guarantees tied to the business. If directors have personally guaranteed company borrowing, ask the lender what a change of control or shareholding means for that guarantee. Our home loan guides cover borrowing concepts generally, but your lender is the authority on your own facility.
Questions to verify before you lodge
These are the questions worth putting to ASIC, your accountant, your lawyer, or your registered agent, because the answers depend on facts specific to your company:
- What form or online step does ASIC currently require for this change?
- Does your company's constitution impose requirements beyond ASIC's — notice periods, retirement by rotation, or approval thresholds for appointing a director?
- Are there identification or verification steps that must be completed before the appointment is valid?
- Does the change affect your registered office, public officer, or company type as recorded by ASIC?
- Are there tax consequences to a share transfer or to a director's resignation or termination benefits?
- Do lenders, landlords, insurers or licensing bodies need to be told within their own contractual timeframes? Those deadlines are separate from ASIC's 28 days.
Concrete next steps
- Write down today's date and the effective date of the appointment or cessation. Count forward 28 days from the effective date and diarise it as a hard deadline.
- Open ASIC's add-or-remove-a-company-officeholder page and read the current steps before starting anything else.
- Confirm you can log in. If not, start the access process now.
- Collect the resolution, consent and personal details listed above. Chase anything missing today, not on day 27.
- If the change is a share transfer, update the company's own registers and review the constitution instead of filing an officeholder notification.
- Lodge, save the confirmation, and file it with the minute book.
- Next time the company annual review statement is available, download it and reconcile the listed officeholders against your records.
Missing the 28-day deadline creates the avoidable kind of problem: a public register that says the wrong person is in control, with late fees and outstanding obligations that surface at inconvenient moments — during due diligence, a refinancing, or insurance renewal. It is a cheap task done early and a tedious one done late.
General information only. This article is published by Australian Ltd, an independent information website. It is general information, not legal, tax, accounting, migration or financial advice, and it does not account for your objectives, financial situation or needs. ASIC is the responsible source for company officeholder requirements, forms, deadlines and fees; requirements can change, so confirm current details on ASIC's website or with a qualified adviser before acting. Australian Ltd is not a government body, regulator, lender or broker, and does not approve or process company changes.