🇦🇺Australia

Director Duty Breach Fines

3 verified sources

Definition

Improperly passed board resolutions (e.g., insufficient quorum of 2 directors, lack of notice, or unsigned minutes) invalidate decisions and breach director duties, leading to ASIC enforcement.

Key Findings

  • Financial Impact: AUD 1,110,000 max civil penalty per director per breach (2024/25 penalty unit x 1,000)
  • Frequency: Per invalid resolution or director duty contravention
  • Root Cause: Manual meeting coordination failures (quorum not met, minutes unsigned within 1 month)

Why This Matters

The Pitch: Holding companies in Australia 🇦🇺 face up to AUD 1.1M fines per director for governance non-compliance. Automated quorum checks and minute generation prevent breaches.

Affected Stakeholders

Directors, Company Secretary

Deep Analysis (Premium)

Financial Impact

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Current Workarounds

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Methodology & Sources

Data collected via OSINT from regulatory filings, industry audits, and verified case studies.

Evidence Sources:

Related Business Risks

ASIC Late Lodgement Penalties

AUD 93 per late lodgement + AUD 9.30/day thereafter (ASIC penalty units as of 2024/25)

Invalid Resolution Opportunity Costs

20-40 hours/director per failed resolution cycle (at AUD 250/hr professional rate = AUD 5,000-10,000)

Suboptimal Capital Allocation Fines

AUD 100,000-AUD 1M+ per insolvent trading claim; 40 hours/month manual oversight

ASIC Registration & Reporting Failures

AUD 2,200+ late fees per form; AUD 10,000-AUD 50,000 audit remediation

CEDS Non-Compliance Penalties

AUD 50,000+ civil penalties per breach; 20-50 additional audit hours per report

Strafzinsen und steuerliche Fehlbehandlung von Cash-Pooling-Zinsen

Quantified (logic-based): 1% interest mispricing on AUD 100m intra‑group cash pool = AUD 1m additional taxable income; with 30% corporate tax rate = AUD 300k extra tax plus 25–50% penalties (AUD 75k–150k) and ~8–10% p.a. interest over 3 years (~AUD 75k–90k). Total potential loss: ~AUD 450k–540k per ATO audit cycle.

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