Director Identification Number (“DIN“) requirements have come into effect as part of the new federal director identification requirements aimed at helping stamp out illegal phoenixing activity. We set out below guidance for affected directors, including the application process for applying for a DIN.

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What is a DIN?

A DIN is a unique 15 digit identifier given to a director or a prospective director who has verified their identity with the new Australian Business Registry Services (“ABRS“), an entity which is managed by the Australian Taxation Office (“ATO“).

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How to apply

A director must personally apply for their DIN as they will need to verify their identity.

Australian resident directors

Australian resident directors may apply for their DIN on the ABRS Website, by setting up a myGovID account, or, alternatively, via phone or via paper form. The following information also needs to be provided:

- Tax File Number;

- residential address held by the ATO;

- two other forms of documents for verification, such as a passport, birth certificate, driver’s licence, ATO Notice of Assessment or bank statement.

Foreign resident directors

Foreign resident directors need to apply via an application form, and provide certified copies of:

- two primary identity documents: foreign birth certificate, foreign passport, Australian full birth certificate or Australian passport (each, a “Primary Identity Document”); or

- one Primary Identity Document and one secondary identity document: national photo identification card, foreign government identification, driver’s licence (provided the address matches the address on the application) or marriage certificate (each, a “Secondary Identity Document”).

Primary Identity Documents and Secondary Identity Documents must be certified outside Australia by either a notary public, or a member of staff at the director’s nearest Australian embassy, high commission or consulate, including consulates headed by Austrade honorary consuls.

Where Primary Identity Documents or Secondary Identity Documents are not in English, they must be translated into English by an approved translation service and certified as a true and correct copy. Translations must also be accompanied by a certified copy of the original document in the language of origin, and the certifier must stamp the original copy of the document as a true and correct copy.

If a director’s name has changed, they must also provide another document showing changes such as a marriage certificate, deed poll or change of name certificate.

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It is recommended that foreign resident directors promptly commence this process.

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When must applications be made?

The application dates for a DIN vary depending on when a person became a director or alternate director of a company or other registered Australian body governed by the Corporations Act 2001 (Cth) (such as a foreign company registered with ASIC):

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Appointment Date:

On or before 31 October 2021

Between 1 November 2021 and 4 April 2022

From 5 April 2022

Application cut-off date:

By 30 November 2022

Within 28 days of appointment

Before appointment

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Separate application dates for a DIN apply depending on when a person became a director or alternate director of an Aboriginal and Torres Strait Islander corporation governed by the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth):

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Appointment Date:

On or before 31 October 2022

From 1 November 2022

Application cut-off date:

By 30 November 2023

Before appointment

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Failure to comply

Failing to apply for and hold a DIN are offences. The maximum current penalties that may be imposed on a director for each of these offences are:

• $1,100,000 (civil);
• $13,200 (criminal).

Separate offences also apply if a Director applies for multiple DINs, or provides false information in their DIN application. The maximum current penalties that may be imposed on a director for each of these offences are:

• $1,100,000 (civil);
• $26,640 and / or 1 year imprisonment (criminal).

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On-going obligations

A director has on-going obligations to notify their companies within 7 days (or 14 days if a director of an Aboriginal and Torres Strait Islander Corporation) of any changes to their personal details, and a company must then notify ASIC within 28 days of the change.

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If you would like further advice or assistance please contact a member of our national Corporate & Advisory team.

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Authors:

Emma Cook | Partner | +61 7 3338 7557 | ecook@tglaw.com.au

Belinda Pinnow | Senior Associate | +61 7 3338 7517 | bpinnow@tglaw.com.au