Director penalty notice after resigning as a director

Resigning as a director does not end your liability for director penalties. You remain liable for unpaid PAYG withholding, GST and super guarantee charge that fell due while you were a director, and for some amounts that fall due after you leave but relate to a period when you were still a director. The ATO can issue you a director penalty notice (DPN) after you resign, and the same 21-day rules apply.

What you stay liable for after resigning

Super guarantee rules changed when Payday Super started on 1 July 2026, so check any super periods on your notice with an adviser.

An example

This example is based on one the ATO gives. A director resigns on 1 October. On 28 October, the company lodges its BAS for the quarter ending 30 September, showing GST of $20,000 that it does not pay. Because the quarter ended before the director resigned, the former director is liable for a $20,000 director penalty, and the ATO can issue them a DPN.

When your resignation actually takes effect

The date you sign a resignation letter is not always the date the law recognises.

• The 28-day rule. If ASIC is not notified within 28 days of your resignation, the resignation takes effect from the date ASIC is notified. Until then, you remain a director, and director penalties can keep attaching to you. Backdating does not work.
• You cannot leave the company with no directors. A resignation that would leave the company without a director is void, unless an exception applies, such as the company being wound up.
• Fixing a late notification. A director who notified ASIC late can apply to ASIC or the court to have the date fixed, within set time limits.

The DPN still goes to your address on the ASIC register

The ATO only needs to post the notice to the address on the ASIC register, and the 21 days start on the day it is posted. That does not change because you have resigned. If your address has changed, make sure ASIC’s records are up to date. See how to count the 21 days.

What a former director can do within the 21 days

A non-lockdown penalty is remitted if, within 21 days, the amount is paid, a voluntary administrator or small business restructuring practitioner is appointed, or the company begins to be wound up. As a former director, you no longer control the company, so you cannot make those appointments yourself. In practice, that means:

• contact the current directors straight away, because only they can appoint an administrator or restructuring practitioner, or start a voluntary liquidation;
• consider paying the amount, because every payment reduces both the company’s debt and your penalty; and
• get advice on whether a defence may apply to the period when you were a director.

If the notice is lockdown, only payment in full remits it.

Resigning is not a defence

The ATO points to the decision in Canty v Deputy Commissioner of Taxation [2005] NSWCA 84: resigning does not remove your obligation or reduce the penalty. The three defences still exist, but they must be established for the time you were a director.

Resigned within 30 days of being appointed?

A new director who resigns within 30 days of appointment may still be liable for amounts that were unpaid when they joined. See our main director penalty notice guide.

Liability survives liquidation and deregistration

If you are liable for a director penalty, you remain liable after the company is liquidated or deregistered. The company closing does not close your personal liability. See what happens if you ignore a DPN.

Common questions

Am I still liable for a DPN after I resign as a director?

Yes, for amounts that relate to the time you were a director. That includes amounts due before you resigned, and some amounts that fall due afterwards but relate to a period when you were still a director.

Can the ATO send a DPN to a former director?

Yes. In the ATO’s own example, a director resigns on 1 October, the company then lodges a BAS for the September quarter showing GST it does not pay, and the former director is issued a DPN for that amount.

Does backdating my resignation help?

No. If ASIC is not notified within 28 days, the resignation takes effect from the date ASIC is notified, not the earlier date. Until then you remain a director.

Can I resign if I am the only director?

Generally no. A resignation that would leave the company with no directors is void, unless an exception applies, such as the company being wound up.

Am I still liable after the company is liquidated or deregistered?

Yes. If you are liable for a director penalty, you remain liable after the company is deregistered.

Sources: Taxation Administration Act 1953 (Cth) Schedule 1, Division 269; Corporations Act 2001 (Cth) sections 203AA and 203AB; Canty v Deputy Commissioner of Taxation [2005] NSWCA 84; Australian Taxation Office, Director penalty regime (last updated 16 April 2026). This page is general information, not advice about your circumstances. Last reviewed: 9 October 2026.