What You Need To Do As The Director Of A New Company (2025 Updated)

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Congratulations, you have set up a new company and are now a director of a registered company! With all the signing of documents behind you, it’s time to roll up your sleeves and take your first few steps as a director in 2025.

If you’re wondering what you need to do first as a new director, you’ll need to understand what it truly means to be a company director, know your legal responsibilities and master the art of record keeping and organising your files.

While there is plenty to get through, don’t be daunted – with a clear plan and the right advice, you’ll soon be operating with confidence.

Once you get your head around everything, you’ll find that most of your responsibilities make perfect sense and the administration is relatively straightforward.

Read on below to learn how to get started.

How Are Directors Different From Shareholders?

To begin, it’s important to clarify how your new role as a director differs from being a mere shareholder of the company.

Shareholders are the owners of the company and, while they influence the direction of the business by voting, they are not tasked with the day-to-day management and operations.

Directors, on the other hand, manage the business on a daily basis and must always act in the best interests of the company. Even if you hold shares, your duties as a director take precedence over any personal interests, ensuring that the company’s welfare always comes first.

Know Your Responsibilities

Now that the differences between shareholders and directors have been cleared up, it’s time to familiarise yourself with your duties as a director in today’s business climate.

As a company director in 2025, you are expected to adhere to a new set of obligations – often referred to as the ‘big four’ areas:

Act with due care and diligence.
Work in good faith.
Avoid improperly using your position.
Avoid improperly using information.

What Does Acting With Due Care And Diligence Mean?

This duty requires you to be fully aware of all that is happening in your business – both operationally and financially. It means keeping a close eye on the company’s performance and ensuring you attend board meetings (and really pay attention!).

If there’s an area of the business you’re not familiar with, it’s essential to investigate further and seek expert advice. Whether it’s consulting an accountant or a lawyer, your responsibility is to arm yourself with the knowledge needed to make well-informed decisions that benefit the company.

What Is ‘Working In Good Faith’?

Your role requires you to put the company’s interests ahead of your own. This means making decisions that benefit the company, even if they may not always work in your personal favour.

For instance, you may encounter situations where making a decision in the company’s best interests could result in a personal disadvantage. Such scenarios are classic examples of potential ‘conflicts of interest’, and as a director, you must take care to avoid these, always acting in good faith.

What Is Considered Improper Use Of My Position As A Director?

This duty means you must not exploit your position for personal gain. Whether it’s using company property for your own benefit or making hiring decisions favouring unqualified relatives, such actions are strictly off-limits.

For example, you should never use your influence to secure business favours for friends or family by suggesting the company does business with them without proper authority or justification.

How About Improperly Using Information?

As you encounter commercially valuable opportunities or sensitive information during your tenure as a director, your duty is to ensure you do not exploit this for personal advantage. In some cases, you may need the explicit approval of the company to capitalise on such opportunities.

Are There Any Other Duties I Need To Be Aware Of As A Director?

Beyond the ‘big four’, there are additional obligations you must meet as a director. These include:

Not trading while insolvent – ensure the company can meet its financial obligations before conducting business. For more details on these obligations, see our Legal Requirements for Starting a Business guide.
Keeping accurate financial records – this includes maintaining up-to-date financial statements, bank statements, contracts, and tax returns.
Proper disclosure of any director’s interests.
Lodging accurate information with ASIC in your annual statement.
Ensuring the company name is visibly known when trading, be it on your business address, on cheques or stationery – check out our tips in How to Register a Business Name.
Keeping comprehensive records of your company’s decision making through written minutes.

Remember that even if you are the sole director, you must maintain formal written records, known as minutes, documenting all key decisions and board meetings.

For further insights into emerging compliance issues for directors in 2025, you can also review our updated guidance on what regulations affect your corporation.

In 2025, many companies are embracing digital solutions for corporate governance. From maintaining electronic Company and Share Registers to holding virtual board meetings, these innovations are streamlining administrative tasks. Adopting such tools not only makes compliance easier but also ensures you stay ahead of regulatory changes.

So What Do You Need To Do Right Now?

1. Create And Maintain A Company Register

Remember your duty to keep proper records? It’s time to get started.

Begin by creating a Company Register – a dedicated folder, whether physical or electronic, that houses all the important documents relating to your company.

Things you should include right away are:

Any other relevant financial records or contracts – these can include any agreements or financial statements created since your company’s inception.

2. Organise Officeholders’ Consent Forms

One essential requirement when setting up your company is obtaining the written consents from those who will act as your company’s directors and Company Secretary (if appointed).

These consent forms typically come bundled with most incorporation tools, or they can be downloaded directly from the ASIC website. Ensure you have these forms completed and stored safely in your Company Register.

3. Start And Maintain A Shareholder Register

The best way to manage your shareholder information is by creating a Share Register. This document, which can be as simple as a spreadsheet, should list all members (shareholders), their contact details and details of all share transactions.

Keep this register updated with any changes, such as updates to a shareholder’s name or address. An accurate Share Register is not only practical but also a legal requirement.

How To Issue Shares In A Private Company

When issuing shares, new members must sign a Consent to Act as a Member document. This record details the company’s decision to admit new shareholders and confirms their share allotments.

Once this consent is acquired, add the new shareholders into your Share Register, generate and sign the share certificates, and distribute these to the new members – retaining copies in your Company Register.

Finally, ensure you notify ASIC of any changes in your company’s shareholding. You can learn more about ASIC’s updated process in 2025 by visiting their shareholder details update page. It’s also a good idea to have a Shareholders Agreement in place to clearly define the rights and obligations of both the company and its shareholders – read more here.

Conclusion

While we’ve covered a great deal, it’s crucial to get on top of your new obligations as a company director in 2025. By setting up your Company Register, obtaining the necessary Consent to Act as an Officeholder forms and maintaining a comprehensive Share Register, you are well on your way to effective governance.

If you would like more detailed information about your role as a director, setting up your company, or managing your legal obligations, we’re here to help. For no-nonsense legal advice, contact the team at Sprintlaw on 1800 730 617 or via email at team@sprintlaw.com.au. Also, check out our guides such as Legal Requirements for Starting a Business and What Regulations Affect Your Corporation for further insights.

Certificate of Registration – this document from ASIC confirms your company’s creation, including the incorporation date, your Australian Company Number (ACN) and your company name.

Add also your company constitution (if applicable), which outlines how your company will be run by shareholders and directors.

Any other relevant financial records or contracts – these can include any agreements or financial statements created since your company’s inception.

2. Organise Officeholders’ Consent Forms

One essential requirement when setting up your company is obtaining the written consents from those who will act as your company’s directors and Company Secretary (if appointed).

3. Start And Maintain A Shareholder Register

Keep this register updated with any changes, such as updates to a shareholder’s name or address. An accurate Share Register is not only practical but also a legal requirement.

How To Issue Shares In A Private Company

When issuing shares, new members must sign a Consent to Act as a Member document. This record details the company’s decision to admit new shareholders and confirms their share allotments.

Conclusion

Ben Boman

Ben is a law graduate and admitted lawyer in Queensland. Ben has worked in legal, marketing and tech in London, Shanghai and Brisbane and now writes about business topics for Sprintlaw.

Tomoyuki Hachigo

Tomo is the co-founder of Sprintlaw and a commercial lawyer with a broad range of legal experience. Before starting Sprintlaw, he was an M&A lawyer at a top-tier law firm advising businesses of all sizes from large corporates to startups.