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Guide – Eligibility requirements under Australian law

Overview

The APNIC By-laws requires that nominees for the Executive Council of APNIC (Nominees) be eligible to be appointed as a company director under Australian law (By-law 34A(b)).

This document has been prepared to assist potential Nominees to understand the eligibility requirements for a company director under Australian law. These requirements are set out under the Australian Corporations Act 2001 (Cth) which can be accessed here.

Members of the Executive Council of APNIC have all the powers of directors under Australian law and are also appointed formally as directors of both APNIC Pty Ltd (the Company) and APNIC EC Limited (the Trustee Company).

Eligibility requirements

Age

Directors must be an individual who is at least 18 years of age.

(Corporations Act 2001 s 201B(1))

Bankruptcy or insolvency

Directors must not:

  • be an undischarged bankrupt;
  • have executed a personal insolvency agreement, the terms of which have not been fully complied with; or
  • be disqualified from managing Aboriginal and Torres Strait Islander corporations.

(Corporations Act 2001 s 206B(3)-(5)).

Conviction

A person who has been convicted of a relevant offence cannot be appointed as a director:

  • within 5 years of their conviction if they do not serve a term of imprisonment; and
  • within 5 years of their release from prison if they do serve a term of imprisonment.

Relevant offences include:

  • an offence against Australian or foreign laws relating to the business or financial standing of the company;
  • an offence against Australian or foreign laws involving dishonesty and is punishable by imprisonment for at least 3 months;
  • an offence against the Corporations Act 2001 (Australia) or foreign laws and is punishable by imprisonment for at least 12 months.

(Corporations Act 2001 s 206B(1)-(2)).

Foreign court orders

Directors must not be subject to a foreign court order that is in force and disqualifies them from being a director of or managing:

  • a foreign company; or
  • a passport fund.

(Corporations Act 2001 s 206B(6))

Other disqualification

Directors must not be otherwise be disqualified from acting as a director:

  • under a court order; or
  • by ASIC.

(Corporations Act 2001 ss 206C-206GAA)

Director Identification Number

Directors must hold an Australian Director Identification Number.

Nominees who do not currently hold a Director Identification Number may apply for one after being elected, but they cannot be formally appointed until a Director Identification Number is obtained.

(Corporations Act 2001 s 1272C)

The APNIC Secretariat will assist EC Members with obtaining a Director Identification Number.

Written consent

Nominees must sign a formal consent to act as a director prior to their appointment.

(Corporations Act 2001 s 201D)

You will be provided with the consent to act as a director if successfully elected to the EC.

Questions

If you have any questions about the eligibility requirements, please contact: election-conduct@apnic.net.