ASIC Form 370 Lets Officeholders Voluntarily Notify Resignation or Retirement Under Section 205A

Key Takeaways

• ASIC's Form 370 gives resigning or retiring company officeholders an optional way to notify ASIC directly of their departure, provided they attach a copy of their resignation letter.
• The 28-day lodgement window determines which cessation date ASIC records for a director, so timing matters for governance and liability.
• Note that the document is dated February 2021 and is a form with its guide, not a new rule or amendment.

Deep Dive

ASIC's Form 370 gives resigning or retiring company officeholders an optional way to notify ASIC directly of their departure, provided they attach a copy of their resignation letter. The 28-day lodgement window determines which cessation date ASIC records for a director, so timing matters for governance and liability. Note that the document is dated February 2021 and is a form with its guide, not a new rule or amendment.

Form 370 covers one officeholder per form (director, secretary, or alternate director). It must be signed by the resigning or retiring individual and accompanied by a copy of the resignation letter given to the company, endorsed as an annexure. The letter should include the company name, the officeholder's name, the role(s) being vacated, the effective date, and the officeholder's signature. The cessation date cannot be later than the date the form is signed. ASIC will contact the lodger if the form conflicts with the letter, and it may reject a form if the company would be left with no directors. No lodgement or late fees apply.

The form should be lodged as soon as practicable after the resignation letter is sent to the company. If lodged within 28 days of cessation, ASIC records the cessation date stated on the form. If lodged after 28 days, ASIC may record the lodgement date as the cessation date. A late lodgement could therefore leave a departed director appearing on the public register longer, which can prolong perceived duties and exposure. Forms are mailed to ASIC at PO Box 4000, Gippsland Mail Centre VIC 3841, and images of forms become part of the public register.

Company secretarial and governance teams should confirm that offboarding procedures for directors and officers include a check on whether Form 370 was lodged or whether the company will lodge its own notification within statutory timeframes. They should also retain resignation letters and reconcile them with the dates on the public register, and verify that the register is accurate after any cessation. Where a resignation would leave the company without directors, escalate early to avoid rejection. Also confirm that internal templates for resignation letters contain all required elements, and verify the current form version and lodgement channels on ASIC's website before use.

Overall impact is low, but inaccurate or delayed records of officeholder cessation can create governance, liability, and fit-and-proper reporting issues. Personal data such as date and place of birth appears on the form, so handle it with appropriate privacy controls.

Source: Australian Securities and Investments Commission