Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 222

222. (1) A person shall not be named as a director or proposed director in the
memorandum or articles of a company, or in a prospectus issued by or on behalf
of a company, unless, before the registration of the memorandum or articles or
the issue of the prospectus, as the case may be, the person has, either
personally or by an agent authorised in writing for the purpose, signed and
lodged with the Commission a consent in writing to act as a director and:

   (a)  signed the memorandum for a number of shares not less than the
        person's qualification (if any);

   (b)  signed and lodged with the Commission a written undertaking to take
        from the company, and pay for, the person's qualification shares (if
        any);

   (c)  made and lodged with the Commission a written statement to the effect
        that a number of shares, not less than the person's qualification (if
        any), are registered in the person's name; or

   (d)  in the case of a company formed, or intended to be formed, by way of
        reconstruction of another body corporate or group of bodies corporate
        or to acquire the shares in another body corporate or group of bodies
        corporate-made and lodged with the Commission a written statement that
        the person was a shareholder in that other body corporate or in one or
        more of the bodies corporate of that group and that, as a shareholder,
        the person will be entitled to receive and have registered in the
        person's name a number of shares not less than the person's
        qualification by virtue of the terms of an agreement relating to the
        reconstruction.

(2) Where a person has signed and lodged an undertaking to take, and pay for,
the person's qualification shares, the person is, as regards those shares, in
the same position as if the person had signed the memorandum for that number
of shares.

(3) The preceding provisions of this section (other than the provisions
relating to the signing of a consent to act as director) do not apply to:

   (a)  a company that does not have a share capital;

   (b)  a proprietary company; or

   (c)  a prospectus issued by or on behalf of a company, or the articles
        adopted by a company, after the end of one year after the date of
        incorporation of the company.

(4) On the lodging of the memorandum of a company for registration, the
persons desiring the incorporation of the company shall also lodge with the
Commission a list, certified by one of those persons to be correct, of the
persons who have consented to be directors of the company, and, if the list
contains the name of any person who has not so consented, the person who
certified the list to be correct contravenes this subsection.