Key Takeaways
- ASIC can disqualify a director for up to 5 years under section 206F of the Corporations Act without a court order — and does so regularly.
- Passive directorship is not a defence. ASIC found that a former Queensland senator failed to actively manage two companies — and disqualified her for 4 years.
- The standard is active, not passive. Directors must make enquiries, monitor performance, and identify risk — even if day-to-day operations are run by others.
- $44 million was raised from 400 shareholders across the two failed companies. The scale of investor losses is a key factor in ASIC’s enforcement priority.
- Failing to assist a liquidator is an independently actionable failure — and it extends the exposure beyond the company collapse itself.
In 2026, ASIC took enforcement action against a former Queensland senator — not for fraud, and not because she was running the companies day-to-day. She was disqualified from managing corporations for four years because, as a director, she simply wasn’t doing enough.
ASIC’s disqualification of Claire Mary Moore, former Queensland Senator and director of Warwick Gold Holdings Pty Ltd and Impact Gold Ltd, is one of the clearest illustrations in recent memory of what it actually means to be a director under Australian law.
The lesson is not complicated. But it is often misunderstood — especially by business owners who take on directorship roles without fully understanding what those roles demand.
What Happened
Ms Moore was appointed a director of two companies — Warwick Gold Holdings and Impact Gold — in July 2023. Both companies raised funds from the public to support purported gold and precious metal mining operations: Warwick Gold in Queensland, Impact Gold in Papua New Guinea.
By February and September 2024 respectively, both companies had entered liquidation. Combined, they had raised approximately $44 million from around 400 shareholders — who were left facing substantial losses.
ASIC investigated. And in 2026, it exercised its power under section 206F of the Corporations Act 2001 to disqualify Ms Moore from managing corporations until 17 December 2029 — a period of four years.
The disqualification is not based on allegations of dishonesty or fraud against Ms Moore. ASIC’s findings focus on something more fundamental: she did not do what directors are required to do.
Specifically, ASIC found that Ms Moore:
- Failed to take part in the management of the companies — including by not making relevant enquiries and not identifying operational and financial risk
- Failed to monitor and guide the companies
- Failed to ensure that Impact Gold complied with its obligation to maintain adequate financial records (Impact Gold was a public company with specific statutory obligations in this regard)
- Failed to assist the liquidator by providing required information after the companies entered liquidation
None of these are allegations of dishonesty. They are failures of basic directorship.
The Passive Director Problem
Many people become company directors without a full understanding of what the role demands. They are invited onto a board, or they accept a directorship in a family business, or they take on a role in a company where someone else is “really running things.”
The assumption — often unstated — is that the formal director title is largely administrative. Someone else is managing the company. The director is there to lend credibility, or to provide experience, or simply because the company needed someone to sign the forms.
This is the passive director problem. And it is one ASIC has made increasingly clear it will not tolerate.
Under sections 180 to 183 of the Corporations Act, directors have a series of non-delegable duties:
- Section 180: Duty of care and diligence. A director must exercise their powers and duties with the degree of care and diligence that a reasonable person would exercise if they were in the director’s position, had the director’s responsibilities, and had the director’s knowledge and experience.
- Section 181: Duty of good faith. Directors must act in good faith in the best interests of the corporation and for a proper purpose.
- Section 182: Prohibition on improper use of position. Directors must not use their position to gain an advantage for themselves or someone else, or to cause detriment to the corporation.
- Section 183: Prohibition on improper use of information. Directors must not improperly use information they obtain as a director.
Section 180 is the key one here. The “reasonable person” standard is objective — it does not ask what you actually did, but what a reasonable director in your position should have done.
The consequences of failing to meet the section 180 standard range from civil penalty proceedings (significant fines, disqualification orders from a court) to ASIC’s administrative disqualification power under section 206F. For more on how ASIC’s administrative banning process works in practice, see our guide: How ASIC Disqualifies Directors Without Going to Court: The Section 206F Process Explained.
Section 206F: ASIC’s Administrative Power
Unlike a court-ordered disqualification, which requires ASIC to commence proceedings and establish its case to the standard required in civil penalty proceedings, section 206F of the Corporations Act gives ASIC a separate, administrative power to disqualify a person.
Under section 206F, ASIC may disqualify a person from managing corporations for up to 5 years if, within a 7-year period, the person was an officer of 2 or more companies that were wound up — and a liquidator has reported to ASIC about each company’s inability to pay its debts.
This is a significant power. It does not require proof of dishonesty. It does not require a court hearing in the first instance (though the person can apply to the Administrative Review Tribunal for review). It is triggered by the combination of officer status and corporate failures — and it can result in a multi-year ban from serving as a director of any Australian company.
Ms Moore’s disqualification until December 2029 is the result of exactly this process.
Separately, ASIC has also commenced Federal Court proceedings under section 206D against David Catsoulis — the CEO of both companies — seeking a court-ordered disqualification. The CEO is facing the more direct route; the non-executive director faced the administrative route. Both are serious.
What This Means for Directors in Queensland
If you are a director of a Queensland company — whether it is a small private company, a family business, a startup, or a larger operation — the Moore disqualification sends a clear message.
Being a director means actively managing. It means asking questions. It means requesting financial reports and actually reading them. It means pushing back when something does not make sense. It means engaging with the company’s accountants, its bankers, and its administrators if the company runs into trouble.
It means that when a liquidator is appointed and asks you for information, you cooperate — because your obligation to the liquidator does not end when the company enters administration.
None of these are extraordinary obligations. They are the baseline.
And if a company you direct collapses — and ASIC investigates — the question will not be “did you know things were going wrong?” It will be “what steps did you take to find out, and what did you do about it?”
Practical steps for directors:
- Attend board meetings and engage. Rubber-stamping resolutions without discussion is not directorship — it is a liability.
- Read the financial reports. You do not need to be an accountant, but you do need to understand the key metrics — revenue, liabilities, cash position, creditor obligations.
- Ask questions. If you do not understand something in a report or a board paper, ask until you do.
- Document your concerns. If you raise a concern at a board meeting and it is overruled, ensure the minutes reflect your position. Paper trails matter.
- Take early insolvency advice. If the company is experiencing financial difficulty, seek advice early — not when the cash has run out. Directors who take proactive steps have significantly more options.
- Understand your obligations if liquidation occurs. A liquidator is an officer of the court. Cooperating with them — providing documents, answering questions, attending interviews — is a legal obligation. It is also your best protection against further adverse findings.
ASIC’s Enforcement Posture in 2026
The Moore disqualification is not an isolated action. ASIC has been clear about its enforcement priorities — and director conduct remains near the top of the list.
In 2025 and 2026, ASIC’s enforcement actions against directors have included:
- Multi-year section 206F administrative disqualifications for directors of multiple failed companies
- Federal Court proceedings under section 206D for serious governance failures
- Criminal referrals for the most egregious cases — including some of the first criminal director prosecutions for dishonest conduct under section 184 of the Corporations Act
The pattern is consistent: ASIC is not only pursuing the “bad actors” who deliberately defraud creditors. It is pursuing directors who failed to act — who were passive in the face of company distress, who did not ask the right questions, and who did not engage appropriately with the companies they were supposed to be managing.
If you are on a board, this is the environment you are operating in. To understand what criminal liability can look like at the most serious end, see our article on what happens when a director faces criminal charges under the Corporations Act.
When to Get Legal Advice
If you are a director and you have concerns about:
- The company’s financial position or ability to meet its obligations
- Your exposure to director liability — including ATO Director Penalty Notices
- An investigation or contact from ASIC or a liquidator
- A company that has entered or is approaching voluntary administration or liquidation
- Your obligations if you are considering resigning as a director
— seek legal advice promptly. The earlier you act, the more options you have.
Boss Lawyers regularly acts for directors in Queensland facing ASIC investigations, director disputes, and insolvency-related liability. Learn more about our director disputes services or call us on 1300 267 711.
If you are concerned about ASIC disqualification, director liability, or obligations during company distress, our insolvency lawyers Brisbane can advise on your legal position and available options.
This is general information only and is not legal advice. You should obtain professional advice specific to your circumstances.
Frequently Asked Questions
Can ASIC disqualify a director without going to court?
Yes. Under section 206F of the Corporations Act 2001, ASIC has the power to administratively disqualify a person from managing corporations for up to 5 years if they were an officer of 2 or more companies that were wound up within a 7-year period. This does not require court proceedings — though the person can apply to the Administrative Review Tribunal for review.
What is a passive director?
A passive director is a director who takes a nominal or inactive role — attending meetings without engaging, approving decisions without scrutiny, or allowing others to run the company without monitoring or oversight. Under the Corporations Act, passive directorship is not a valid defence. Directors have active duties of care and diligence under section 180 that cannot be discharged by being uninvolved.
What happens to a director when a company they directed is wound up?
If a company enters liquidation, the liquidator may investigate the company’s affairs and report to ASIC on the company’s inability to pay its debts. If a director was involved in 2 or more failed companies within 7 years, ASIC may exercise its section 206F power to disqualify them. Directors may also face personal liability for unpaid company tax and superannuation obligations through the ATO’s Director Penalty Notice regime.
Does a director have to cooperate with a liquidator?
Yes. Directors have a legal obligation to assist a liquidator with required information and documents. Failing to cooperate with a liquidator is an independently actionable failure — ASIC identified this as a specific breach in the Warwick Gold and Impact Gold matter.
Can a director be disqualified even if they did not commit fraud?
Yes. ASIC’s administrative disqualification power under section 206F does not require proof of dishonesty or fraud. Disqualification can result from a failure to meet the basic duties of directorship — including the duty to actively manage, monitor, and enquire about the company’s affairs.
