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DIRECTORS' DUTY TO IDENTIFY (themselves)

Joe Denina, Walter MacCallum, Rohan Harris & Nahum Ayliffe

Director Identification Numbers

As an update to our August 2020 Alert, we outline here how directors are required to verify their identity on the new Director Identification Number (DIN) platform from 1 November 2021 as part of the new federal director identification requirements.

A DIN is a unique identifier that a director applies for once and keeps indefinitely.

These regulations apply to all directors of organisations that are companies including registered foreign companies, registered Australian bodies or Aboriginal and Torres Strait Islander corporations. 

An application for a DIN must be made by directors themselves as they will need to individually verify their own identity. An application must not be made by a party on the director’s behalf.

ASIC will be responsible for the enforcement of any associated offences in relation to the DIN program.

Why have a DIN program?

The DIN program is being implemented to eliminate the risk of false or fraudulent director identities by issuing a unique DIN to directors. The DIN is being included as part of the Treasury Laws Amendment Act 2020.

The DIN

A DIN is a 15 digit identifier given to a director or someone who intends to become a director who has verified their identity with the Australian Business Registry Services.This will be used to trace relationships to companies over time.

Requirement to apply for and keep a DIN

A DIN is required if an individual is an officer, director or alternate director of one of the following:

  1.  A company
  2.  A registered Australian body
  3.  A registered foreign company under the Corporations Act 2001 (Corporations Act)
  4.  An Aboriginal and Torres Strait Islander corporation registered under the Corporations   (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act)

The application process

Applications must be made through the Australian Business Registry Services website.

Eligible applicants will be required to provide the following:

  • Their residential address (as recorded with the ATO)
  • Answers to two personal questions in relation to any of the following:
    • Superannuation account details
    • A PAYG payment summary
    • Bank account details

Time for application

Applications for a DIN commenced on 1 November 2021. 

Date of appointment as a director / application date

Corporations Act appointments

  • On or before 31 October 2021 / By 30 November 2022
  • Between 1 November 2021 and 4 April 2022 / Within 28 days of appointment
  • From 5 April 2022 / Before appointment

CATSI Act director appointments

  • On or before 31 October 2022 / By 30 November 2023
  • From 1 November 2022 / Before appointment

Enforcement of non-compliance penalties

The maximum penalty for failing to hold a DIN is 60 penalty units or $13,320 at the current penalty unit rate of $222 and one year imprisonment.

Non-compliance by directors may result in an infringement notice being issued or possible civil and/or criminal prosecution. 

Breaches of the requirements could include, but are not limited to, the following:

  1.  Using a false identification
  2.  Misrepresentations
  3.  Submitting misleading information
  4.  Being issued with a Registrar’s direction and failing to comply
  5.  Applying for more than one DIN

Modernising Business Registers Program

These new requirements are part of the Australian Federal Government’s introduction to what will be known as the Modernising Business Registers (MBR) Program and also part of its 2020 Budget Digital Business Plan.

With a specific focus on simplifying the registration, viewing and maintenance of business information with the government, the MBR program will establish an all new Australian Business Registry Services (ABRS) System.

In summary, the ABRS will provide the following:

  1.  A step by step rollout between 2021 and 2024 by the ATO with the Commissioner of   Taxation being appointed as Registrar of the ABRS
  2.  Implementation of the Director Identification Number platform
  3.  Consolidation of in excess of 30 ASIC Registers and the ABRS on one central platform 

How we can help

Our team at Russell Kennedy regularly advise company directors as to their duties and responsibilities and can provide assistance in navigating the new DIN regime.

If you require further information, please contact Rohan HarrisWalter MacCallumRory Maguire, Solomon MillerAndrew Parlour, Jonathan TehNahum AyliffeJoe Denina, or a member of our Corporate and Commercial or Dispute Resolution team.

If you would like to keep up to date with Alerts, news and insights, you can subscribe to our mailing list here.

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