Material Personal Interest - Director's Duty to Disclose

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 Material Personal Interest – Director’s Duty to Disclose?

This offence addresses failures in corporate decision-making transparency where a director does not comply with statutory disclosure obligations relating to personal interests connected to company matters.

Key points

Legislation: Corporations Act 2001 (Cth), section 191
Who it applies to: Company directors with personal interests linked to company affairs
Consequences: Breach of statutory governance obligations

Maximum penalty: 30 penalty units ($6,273 as at 2026-27).

Defences may arise where no material personal interest existed, disclosure requirements did not apply, or notice of the interest was provided.

Have you been accused of Material Personal Interest – Director’s Duty to Disclose? If so, you should contact our firm to have a confidential conference about your matter with one of our experienced criminal defence lawyers.

Interview

Have you been asked to attend a interview? Do you know how you intend to respond to investigator’s questions? It is important you are informed about the procedure. Investigators will already have obtained information, and evidence, such as witness statements and other material, that will relate to the allegation. They have likely already decided to charge you with the offence. The purpose of an interview is to obtain admissions that will further support a case against you.

We recommend you contact our office to arrange a conference with our lawyers so that we may inform you as to interview procedure, and develop a strategy that will assist you in considering whether to attend an interview and answer questions. We regularly attend interviews with people to ensure that they feel comfortable exercising their rights in what is often a formal and unfamiliar environment, while also ensuring that Police are held accountable and that they comply with relevant procedure.

Pleading Not Guilty

Pleading not guilty to an offence of this kind will often involve sophisticated and complex briefs of evidence. We will work with you to develop a sound case strategy and work hard to defend you in relation to this charge. We will build a case that will persuade a court to find you not guilty of the charges.

We frequently and successfully defend clients charged with white collar offences in all jurisdictions.

Pleading Guilty

If you decided to plead guilty to a charge of Material Personal Interest – Director’s Duty to Disclose, we will assist you in securing the most favourable sentencing outcome. We will advise you in relation to material that may be obtained to provide context to the offence that has been committed, and ensure the court is fully informed about all relevant background and personal history. We are experienced in supporting clients to achieve the best possible sentence in the circumstances.

Examples of Material Personal Interest – Director’s Duty to Disclose

A director owns a business which the company invests in.
A director owns property which the company is interested in purchasing.

What is the legal definition of Material Personal Interest – Director’s Duty to Disclose?

A director must disclose a material personal interest where a conflict arises. A personal interest includes (but is not limited to) a legal or equitable interest.

The Corporation Act 2001 defines a ‘director’ as:

a person who:
1. is appointed to the position of a director; or
2. is appointed to the position of an alternate director and is acting in that capacity;
regardless of the name that is given to their position; and
unless the contrary intention appears, a person who is not validly appointed as a director if:
1. they act in the position of a director; or
2. the directors of the company or body are accustomed to act in accordance with the person’s instructions or wishes.

Legislation

The relevant legislation which deals with this offence is section 191 of the Corporations Act 2001. Section 191(2) of the Corporations Act 2001 is also relevant as it provides a list of circumstances in which a director does not have to disclose a conflict of interest.

Elements of the offence

To prove this charge, ASIC must show that the accused was a director of a company and that the accused failed to give notice to the other directors of a material personal conflict of interest.

Can ASIC prove that you did not disclose a conflict of interest?

Defences

If you are charged with this offence, there are some defences available to you:

Factual dispute
No duty was owed
No conflict existed
Notice was given

Section 191(2) of the Corporations Act 2001 removes a director’s need to disclose a conflict of interest if certain circumstances apply.

You should contact us immediately and discuss your case with one of our lawyers if you have been charged with this offence.

Questions in cases like this

Did you disclose the conflict to the co-directors?
Were minutes of the meeting taken where you made the disclosure?
Does a conflict of interest actually exist?

Maximum penalty for section 191 of the Corporations Act 2001

The maximum penalty for Material Personal Interest – Director’s Duty to Disclose (s191 of the Corporations Act 2001) is 30 penalty units ($6,273 as at 2026-27).

Deciding on whether to plead guilty or not has consequences for you and should be made after proper discussion with a criminal lawyer.

Other important resources

The Takeovers Panel (Part A)

FAQ About Material Personal Interest – Director’s Duty to Disclose

When does a director have a duty to disclose a personal interest?

A director has a duty to disclose when they have a material personal interest in a matter that relates to the affairs of the company. The obligation arises at the point the interest exists and requires disclosure to the other directors so the interest is known before decisions are made.

What is considered a “material personal interest” under section 191?

A material personal interest is an interest that is personal to the director and significant enough to potentially influence decision-making. It includes legal or equitable interests and situations where a director’s private interests intersect with the company’s commercial activities.

What elements must be proven to establish this offence?

To establish the offence, it must be shown that the accused was a director of a company and failed to give notice to the other directors of a material personal interest in a matter concerning the company’s affairs. The failure to notify is the core issue.

Are there recognised exceptions to the duty to disclose?

Yes. Section 191(2) sets out circumstances where disclosure is not required. These include specific categories of interests and situations recognised by the legislation where disclosure is not necessary, depending on the nature of the interest and the board context.

What types of situations commonly give rise to disclosure obligations?

Disclosure obligations commonly arise where a director owns or controls another business that deals with the company, or where the director has an ownership interest in property or assets the company is considering acquiring or investing in.

Who can be treated as a director for the purposes of this offence?

The definition of director extends beyond formally appointed directors. It can include alternate directors, people acting in the role of director, and individuals whose instructions or wishes are routinely followed by the board, even without a valid appointment.