Alex is Sprintlaw's co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
If you’re setting up a company or appointing a new director in your existing business, there’s one deceptively simple document that can cause real headaches if it’s missing: a director’s consent to act.
Many Australian SMEs only discover this requirement when a bank, investor, accountant or buyer asks for your company records and you can’t find the paperwork. The good news is that it’s very manageable once you know what it needs to include and how to store it properly.
In this practical guide, we’ll walk you through how to prepare a consent to act as director in Word format that’s clear, compliant, and easy to keep on file - without overcomplicating it.
What Is A Consent To Act As Director (And Why Your Company Needs It)?
A consent to act as director is a written document where a person agrees to be appointed as a director of a company.
In Australia, company directors have important legal duties and responsibilities. Because of that, the law expects that a director has actually agreed to take on the role, rather than being appointed without their knowledge (yes, this does happen).
Is Consent To Act A Legal Requirement In Australia?
Yes. Under the Corporations Act 2001 (Cth) (see section 201D), a company must not appoint a person as a director unless that person has given their consent in writing.
Practically, this means:
- the consent should be obtained before (or at the time) the appointment is made;
- the company should keep the consent on file as part of its corporate records; and
- you should be able to produce it if ASIC, auditors, investors, or a buyer asks for it during due diligence.
When Do SMEs Usually Need This Document?
You’ll typically need a director consent document when:
- you’re registering a new company;
- you’re appointing an additional director (for growth, governance, or investment);
- you’re replacing a departing director; or
- you’re cleaning up your company records before raising capital, selling the business, or applying for finance.
If you’re still deciding who should be a director versus who should be a shareholder, it’s worth getting the basics clear early - there’s a practical difference between the two roles, and it impacts risk and control. This article on director vs shareholder is a helpful starting point.
What To Include In A Consent To Act As Director Word Format Document
If you’re preparing a consent to act as director Word format document, your goal is to make it:
- easy for the director to understand what they’re consenting to;
- clear enough to stand up in due diligence; and
- consistent with your company’s other governance documents.
While there are different styles, most Australian SMEs will include the following fields.
1. Company Details
- Company name (exact legal name)
- ACN (Australian Company Number)
- Registered office address (optional but useful)
Tip: Make sure the company name matches ASIC records precisely, including “Pty Ltd” and punctuation.
2. Director’s Full Details
- Full legal name
- Date of birth (commonly included for identification)
- Residential address
Be careful with nicknames and short forms - use the same name the person uses across ASIC and ID documents.
3. The Consent Statement
This is the core clause. It usually includes wording along the lines of:
- the person consents to act as a director of the company; and
- the consent is given for the purposes of the relevant legal requirements.
Keep it simple and direct. The document doesn’t need to be long to be effective.
4. Effective Date
Include the date the consent is signed (and, ideally, the intended appointment date if you want the paperwork to be very clear).
For clean record-keeping, SMEs often align:
- the consent date;
- the directors’ resolution date (appointing the director); and
- the ASIC notification timing.
5. Signature Block
The consenting director should sign and date the document.
Many businesses now sign electronically, which is often workable - but the validity can depend on the method used and how the document is executed and stored. It’s still worth thinking about execution hygiene: who signed, when, and how. If you want a broader view of what counts as a valid signature and what you should keep on file, this guide on legal requirements for signing documents is a useful reference point.
Do You Need A Witness?
Usually, a witness is not strictly required for a simple consent to act as director. However, some businesses choose to include one for extra integrity (particularly where there are multiple shareholders, outside investors, or higher governance expectations).
If you do include a witness, add:
- witness name;
- witness signature; and
- date.
How To Create A Consent To Act As Director In Word (Step-By-Step)
Word is still the go-to format for many SMEs because it’s editable, familiar, and easy to store as both a Word file and a signed PDF.
Here’s a practical way to prepare your consent to act as director Word format document.
Step 1: Start With A Clean, One-Page Layout
Most consents can be a single page. A clean structure makes it easier for the director to review, and it looks more professional in corporate records.
- Use a clear title: “Consent to Act as Director”
- Add the company name and ACN near the top
- Use consistent formatting (single font, readable size like 11 or 12)
Step 2: Insert The Key Details As Fillable Fields
If you’re preparing documents for multiple appointments (or you want consistency across your group), consider using Word content controls or simple placeholders like:
- [Company Name]
- [ACN]
- [Director Full Name]
- [Director Address]
- [Date]
This keeps your process efficient and reduces the chance of missing information.
Step 3: Add A Straightforward Consent Clause
A practical approach is one clear paragraph that covers the consent, for example:
- “I, [Full Name], consent to act as a director of [Company Name] (ACN [ACN]) with effect from [date].”
The exact wording can vary, but clarity matters more than complexity.
Step 4: Add A Signature Section That Works For Your Signing Method
At the end, include:
- Signature
- Full name
- Date
If you’re executing multiple company documents at the same time (for example, consents, resolutions, constitution updates, shareholder paperwork), you’ll also want your signing approach to be consistent across documents. For company execution, it’s helpful to be familiar with section 127 signing rules and how companies commonly sign documents in practice.
Step 5: Save It Properly (Word + PDF)
Once signed, it’s good practice to keep:
- the editable Word version (your “master” template); and
- a locked PDF version of the signed document.
Name files consistently so they’re easy to find later, for example:
- “Consent to Act - Jane Citizen - ABC Pty Ltd - 2026-01-15.pdf”
How This Fits Into Your Company’s Appointment Process
A consent to act as director is only one part of appointing a director properly. For SMEs, the appointment process is usually straightforward, but it’s worth being organised so you’re not patching things later.
1. Check Your Constitution (Or Replace Rules) First
Your Company Constitution (or replaceable rules) often sets out:
- how directors are appointed;
- how meetings/resolutions are handled; and
- any eligibility requirements or constraints.
If the constitution requires a particular process and you ignore it, you can create governance issues down the track - especially if there’s a dispute between founders or shareholders.
2. Pass A Resolution Appointing The Director
Most companies appoint directors by passing a directors’ resolution (and sometimes also a members’ resolution, depending on the constitution and the context).
Having a clean paper trail matters. A solid Directors Resolution Template can help you document the appointment properly, including the appointment date and authority for ASIC notifications.
3. Notify ASIC Within The Required Timeframe
Director appointments need to be notified to ASIC within the required timeframe. This is typically done online through ASIC’s portal or via your accountant/company secretary process.
Even though ASIC records the appointment, ASIC generally doesn’t “hold” your consent to act document for you. You’re expected to keep it in your own company records.
4. Update Your Governance Documents If Needed
If you’re bringing in a new director because your business is growing, raising capital, or formalising founder relationships, it may be the right time to also review your:
- Shareholders Agreement (especially around decision-making and board control);
- IP ownership and confidentiality arrangements; and
- signing delegations and internal approvals.
This isn’t about adding paperwork for the sake of it - it’s about making sure your governance matches the reality of how your business now operates.
Common Mistakes SMEs Make (And How To Avoid Them)
From a practical SME perspective, most problems don’t come from the consent itself being “wrong” - they come from missing documents, inconsistent dates, or unclear records.
Mistake 1: Not Having Any Written Consent On File
This is the big one. It often happens when a company is set up quickly, or when changes are handled informally between founders.
How to avoid it: Make the consent a standard item in your director appointment checklist (before ASIC notification), and store it in a dedicated corporate records folder.
Mistake 2: Using The Wrong Company Name Or ACN
If you have multiple entities (trading entity, holding company, trustee company), it’s easy to mix them up.
How to avoid it: Copy and paste the company name and ACN directly from ASIC records, and double-check which entity the person is actually being appointed to.
Mistake 3: Dates Don’t Match Across Documents
A common due diligence red flag is when:
- the consent is dated after the resolution, or
- ASIC shows a different appointment date to internal documents.
How to avoid it: Decide the intended appointment date first, then align the consent and resolution dates to that decision.
Mistake 4: Confusing Director Consent With Other “Authority” Documents
A director’s consent is not the same as authorising someone to sign on behalf of the company, or to deal with a third party (like a bank).
How to avoid it: Keep your director appointment paperwork separate from operational authorisations, and use the right document for the right purpose.
Mistake 5: Poor Document Storage (So You Can’t Find It When It Matters)
Even if you prepared the perfect consent, it won’t help if nobody can locate it later.
How to avoid it: Store it in a “Corporate Records” folder (with subfolders by director name or by year), and keep both signed PDFs and editable templates.
Key Takeaways
- A consent to act as director is a key company record that confirms a person has agreed in writing to be appointed as a director.
- A practical consent to act as director Word format document should include the company name/ACN, director details, a clear consent statement, the effective date, and a signature block.
- For SMEs, the consent usually sits alongside the directors’ resolution appointing the director and the ASIC notification of the appointment.
- Common issues include missing consents, inconsistent dates, incorrect entity details (especially in group structures), and poor document storage.
- If you’re updating your board, it’s often a good time to review your constitution and shareholder arrangements so your governance matches how your business actually runs.
Also note: in addition to consent, most directors will need to have a director ID (and you’ll generally want this organised as part of your appointment process).
If you’d like help preparing director appointment documents or getting your company records in order, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.








