Listed Co. - Director to Notify Market Operator of Shareholdings

Author: Bill Doogue

Practice area: asic offences

Bill is a founding Director of Doogue + George, ranked by Doyle's Guide as a Preeminent Criminal Defence Lawyer in Victoria (2026) and an LIV Accredited Criminal Law Specialist since 1998 with over 30 years of experience in complex criminal and corporate matters. His depth of experience in this area means clients receive accurate, considered advice.

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Bill authored this content and last revised it for accuracy on 6 August 2026.

What is the offence of Listed company – director to notify market operator of shareholdings etc.?

This offence under Section 205G of the Corporations Act 2001 concerns a director of a listed public company failing to comply with mandatory disclosure obligations designed to keep the securities market informed of directors’ relevant interests. The offence targets failures to ensure transparency about matters that may influence market confidence and investor decision-making.

Key points

What must be proved: A director did not give a required notice to the market operator.
Type of conduct: Failure to disclose or update required information about relevant interests.
Usual court level: Magistrates’ Court.

The maximum penalty for Listed company – director to notify market operator of shareholdings etc. is 30 penalty units ($6,273 as at 2026-27), with more serious cases attracting up to two years imprisonment.

Common defences may include notice having been given, no relevant interest existing, lack of awareness that notice had not been given, or relief granted by ASIC.

Have you been accused of Listed Company – Director to Notify Market Operator of Shareholdings etc.?

ASIC Interview

If you are contacted by an ASIC officer to attend a Police interview you should call us for advice before going in. It is important that you have a criminal law expert on your side. We walk you through the process and tell you what you should and shouldn’t say. It is generally advisable to make a no comment interview but you should speak to us to work out exactly how to approach the interview in your case.

Pleading Not Guilty

Police do not search for evidence that helps your case. They are only interested in evidence that helps them secure a conviction. They have a high burden to meet and must prove the charges against you beyond reasonable doubt. You are innocent until proven guilty. Call us as soon as you receive charges and a brief for matters such as this so we can get to work early on to help you prove your innocence.

Pleading Guilty

Just because you are pleading guilty does not mean that you do not have some reason for your offending. Perhaps you made an honest mistake or were not aware of your obligations when you should have been. Our lawyers are criminal law experts and make pleas in mitigation every single day at all levels of the Court hierarchy. We will present your side of the story and your personal circumstances with passion and persuasion to ensure the Court sentences you to the most appropriate disposition.

Which court will the case be heard in?

Matters related to this charge are ordinarily dealt with in the Magistrates’ court.

Examples of offences under this provision:

The director of a company does not tell the market operator that she has interests in securities in a related body corporate.
The director of a company does not properly outline the number of interests he has in securities of the company, and the circumstances giving rise to those interests.
The director of a company does not tell the market operator that he is party to a contract that confers a right to shares in a management investment scheme.
The director of a company does not update the market operator in relation to any changes in interests within 14 days.

What is the legal definition of Listed Company – Director to Notify Market Operator of Shareholdings etc.?

The Prosecution must show that you failed to give notice to the relevant market operator of your interests in securities of the company or another company. Or your interests in contracts that confer a benefit to you. Or you are party to a contract in a managed investment scheme. Or, you failed to give notice of your appointment as director. Or you failed to give notice that the company had been listed.

Legislation

The section that covers this offence is section 205G of the Corporations Act 2001.

Defences

You notified the market operator of your interests.
You do not have any interests in a body corporate or under a management investment scheme.
You were not aware that the market operator was not notified of your interests.
ASIC made an order relieving you of your duties to notify the market operator of your interests.

There are other possible defences, depending on the circumstances surrounding the alleged offending. Each matter is unique and requires an individual approach and strategy.

Questions in cases like this

What is your position in relation to the company?
When did you notify the relevant market operator about your appointment as director of the company and/or the listing of the company?
Do you have any interests which should be and were not notified to the market operator?
Did you update the market operator about any changes in your interests within 14 days?
Has ASIC made an order relieving you of your requirements to notify the market operator of your interests?

Maximum penalty for section 205G of the Corporations Act 2001

Most commonly, Listed Company – Director to Notify Market Operator of Shareholdings etc. (s205G of the Corporations Act 2001) will attract a maximum penalty of 30 penalty units ($6,273 as at 2026-27).¹.

However for more severe offences, you can be sentenced up to two years imprisonment.

What can you be sentenced to for this charge?

The sentence you receive will likely depend on whether prosecution can prove that you had the intention to withhold certain information from the relevant market operator.

FAQ about Listed Company – Director to Notify Market Operator of Shareholdings etc.

Who can be charged with failing to notify the market operator?

The offence applies specifically to directors of listed public companies. It does not apply to shareholders generally. Liability arises from holding the position of director and being subject to statutory obligations to notify the market operator of specified interests and changes in those interests.

What kinds of non-disclosure can lead to this charge?

A charge can arise where a director does not notify the market operator of an interest in securities, an interest under a contract that confers a benefit, or involvement in a managed investment scheme. It can also arise where a director fails to update the market operator after a relevant change occurs.

Does late notification still amount to an offence?

Yes. The offence is not limited to complete non-disclosure. Failing to notify the market operator within the required timeframe, including delays in updating changes to interests, can still constitute a breach of the disclosure obligations imposed on directors of listed companies.

Is imprisonment possible for this offence?

Imprisonment is available only for more serious instances of the offence. While the most common maximum penalty is a fine expressed in penalty units, the legislation provides for a maximum sentence of up to two years imprisonment in more severe cases.

What role does ASIC play in these disclosure obligations?

ASIC has the authority to make orders relieving a director from their obligation to notify the market operator of certain interests. Where such an order is in force, it may affect whether a failure to notify amounts to an offence.

_{[1] http://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/sch3schedule.html}

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Listed company – director to notify market operator of shareholdings etc.

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