No DIN, no excuse: The implications of failing to obtain a Director Identification Number

ASIC has recently secured convictions and fines of $10,000 each against two directors for failing to hold a Director Identification Number (DIN). These prosecutions are the latest in a series of DIN enforcement actions by ASIC, which has now obtained convictions against 11 directors and imposed total fines exceeding $40,000 for non-compliance.

For company directors, company secretaries and corporate groups, the message is clear: non-compliance with DIN requirements carries real consequences – well beyond financial penalties.

The directors without an identification number

Adam Rana and Joseph Tarzia were each convicted of contravening section 1272C(1) of the Corporations Act 2001 (Cth) for failing to hold a DIN. Mr Rana holds directorships in four construction and civil works companies. Mr Tarzia holds directorships in 27 companies, many of them also in the construction sector.

ASIC framed the fines as a deterrent to the broader director community, noting the maximum penalty for the offence is 60 penalty units, which is currently $19,800. The fines of $10,000 fall within the mid-range.

Why non-compliance with the DIN regime is a riskier move

Enforcement has shifted gear. The early years of the DIN regime were characterised by warnings and grace periods. These prosecutions – and those before them – signal that ASIC treats DIN compliance as a baseline regulatory expectation, not an aspiration. Boards should assume the regulator will continue to pursue non-compliant directors, and that penalties will trend upward.

Governance and reputational risk is real. A conviction is a matter of public record. For listed entities, fund managers, financiers and counterparties conducting due diligence, a director's conviction – even for an administrative offence – can be a red flag that can complicate appointments, financings and transactions. Non-compliance may also indicate broader governance deficiencies within a corporate group, particularly where directors hold multiple appointments across complex structures.