Directors Conflict of Interest Kit

Is there a possible Conflict of Interest involving one of your Directors? Does another one of their business interests potentially conflict with your Company's interests?

Don't fire the Director just yet.

Provided the potentially conflicted Director is completely open about their interests then the other Directors may be happy for them to remain on the Board. They must simply step out (literally) when Company decisions are made that may benefit them personally.

This LawCentral kit provides everything the conflicted Director needs to disclose their interest. Following Best Practice Guidelines the Director, your Company and the shareholders are all protected. All necessary documents and instructions are provided.

This Best Practice document protects the conflicted Director, other Directors and company.

Why Wait? Start building one now! There is NO CHARGE for going through the Document Building Process.

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Company Details
• What is a Conflict of Interest?
• How do I write the name of company?
• What is an ACN?
• Is the ACN the same as the ABN?
• What do I get from LawCentral for my money?
• What do I do after this Kit is completed?
• What if I'm the only Director?
• Does a lawyer check what I am doing?
• Does this kit work for Pty Ltd, Limited and No Liability companies?
Conflicted Directors
• Who is a Conflicted Director?
• More than 1 Conflicted Director?
Remaining Directors
• Who is a 'Remaining Director'?
• There are lots of remaining Directors. Do I have to enter all of them?
• What if I am the only Director?

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Company Details

• What is a Conflict of Interest?

  Fellow Directors should be notified in situations such as these:
  
  • If you or someone you are close to will make a personal profit from a transaction the Company is entering into;
  
  • Being a shareholder of a company that the Directors are proposing to deal with;
  
  • Being a Director of a company that the Directors are proposing to deal with;
  
  • Being a senior employee of a company that the Directors are proposing to deal with; or
  
  • Your spouse being a Director or shareholder or a senior employee of a company that the directors are proposing to deal with.
  
  This is not a complete list. There may also be other situations where notification is required.
  

  This hint is provided by Law Central Legal.

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• How do I write the name of company?

  You write the name of your company exactly as the name appears on the Company registration you first registered with ASIC.
  
  E.g. Manley Pty Ltd
  
  Correct way is: Manley Pty Ltd
  
  Incorrect: Manley Pty Limited
  or Manley Proprietary Limited
  or Manley Proprietary Ltd
  

  This hint is provided by Law Central Legal.

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• What is an ACN?

  "ACN" stands for Australian Company Number. It is a unique number given to every registered Australian company. You can find the "ACN" of your company on the Certificate of Registration you received from ASIC when you first registered your company.
  
  If you don't know the "ACN" of your company then you can leave it blank and handwrite it in later.
  
  The ACN of a company usually has nine digits.
  
  This is an example of an ACN: ACN 999 250 250.
  

  This hint is provided by Law Central Legal.

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• Is the ACN the same as the ABN?

  No. But they are similar.
  
  Your 9-digit Australian Company Number (ACN) identifies your company to ASIC.
  E.g. ACN 889 454 232
  
  Your Australian Business Number (ABN) has 11 digits and is mainly used for taxation purposes.
  E.g. ABN 22 345 666 897
  
  You need to put in the ACN. Don't put in the ABN.
  
  

  This hint is provided by Law Central Legal.

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• What do I get from LawCentral for my money?

  You receive all the forms and paperwork you need to disclose a Director's Conflict of Interest.
  
  These forms and paperwork include the Minutes of the Director's meeting and instructions on disclosure requirements. Following Best Practice, these include:
  
  1. Minutes fully completed
  2. Directors Notice of a Material Personal Interest
  3. Free Manual on "How to Declare your Interest"

  This hint is provided by Law Central Legal.

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• What do I do after this Kit is completed?

  Upon building this kit you get clear instructions on what to do with your printed documents.
  
  But (in case you can't wait that long) it's easy.
  
  You have to:
  1. Print out all PDF documents generated by LawCentral.
  2. Have each conflicted Director handwrite the details of their interest.
  3. At the next meeting of the Board of Directors note which Directors are present.
  4. File the Best Practice Minutes and the Director’s notice in your Company records.

  This hint is provided by Law Central Legal.

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• What if I'm the only Director?

  Stop now. Use this kit is only if there are 2 or more Directors.
  
  If you are a sole Director then you should seek legal advice. Also see Section 191(5) of the Corporations Act 2001 and other sections of the Act.

  This hint is provided by Law Central Legal.

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• Does a lawyer check what I am doing?

  No. There are no lawyers at LawCentral.com.au. It is only a website that lawyers put documents onto. You are on your own.
  
  However, many people, including lawyers use LawCentral.com.au. They read the hints. They answer the questions. They get to read the Summary. Only at the end are you asked if you would like to buy the document.
  
  If you need legal advice then you can ring the LawCentral Advice line.
  

  This hint is provided by Law Central Legal.

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• Does this kit work for Pty Ltd, Limited and No Liability companies?

  Yes. This Kit works for all companies.

  This hint is provided by Law Central Legal.

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Conflicted Directors

• Who is a Conflicted Director?

  This is a Director who's other interests may be in conflict with your Company's best interests.
  
  What is a Conflict of Interest?
  Fellow Directors should be notified in each of these situations (This is not a complete list. There may also be other situations where notification is required):
  
  • Being a shareholder of another company that Your Company is proposing to deal with;
  • Being a Director of another company that Your Company is proposing to deal with;
  • Being a senior employee of another company that Your Company is proposing to deal with; or
  • Their relative being a Director or shareholder or a senior employee of another company that Your Company is proposing to deal with.

  This hint is provided by Law Central Legal.

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• More than 1 Conflicted Director?

  No problem.
  
  This page gives you the opportunity to fill in each conflicted Director's details one at a time.
  
  Click on "Add" to enter the details of each conflicted Director. When you have finished entering the details of all conflicted Directors click on "Next" to move on to the next section.

  This hint is provided by Law Central Legal.

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Remaining Directors

• Who is a 'Remaining Director'?

  We don’t want all your Directors’ names. For this question we only want all your NON-conflicted Directors. Or as the question puts it, ‘Remaining Directors’.

  This hint is provided by Law Central Legal.

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• There are lots of remaining Directors. Do I have to enter all of them?

  Yes.
  
  For this kit to be effective it is necessary that you enter the details of all of your Company's Directors. All the conflicted Directors were named in the last question. This question is asking for all the other Directors in your company – the ‘remaining Directors’.

  This hint is provided by Law Central Legal.

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• What if I am the only Director?

  Sorry. This kit is only for companies with 2 or more Directors.

  This hint is provided by Law Central Legal.

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This document has been prepared by the law practice Law Central Legal

Liability limited by a scheme approved under Professional Standards Legislation