In the matter of Mitsubishi Electric Australia Pty Ltd

Mitsubishi Electric Australia Pty Ltd recently presented a case to the court concerning the resignation of one of its directors. The director had tendered a written resignation notice to the company's chairman. However, the company failed to notify the Australian Securities and Investment Commission (ASIC) of this resignation within the required 28-day period as stipulated by section 203AA of the Corporations Act 2001 (Cth). Mitsubishi Electric Australia Pty Ltd sought relief under this section, leading to the court's consideration of the matter.

The court was tasked with determining whether the director's resignation was validly executed and whether the company's failure to notify ASIC within the prescribed timeframe had any bearing on the resignation's validity. Additionally, the court needed to decide if any orders should be made to fix the date of the director's resignation.

In delivering its judgment, the court clarified that the director's resignation was effective from the moment the written notice was provided to the company's managing director. The court emphasised that the statutory requirement to notify ASIC is a procedural obligation, and its non-compliance does not invalidate the resignation itself. The court concluded that the statutory period was intended to ensure ASIC was promptly informed of changes in directorship, and failure to comply with this did not affect the resignation's effectiveness. Consequently, the court made orders to fix the director's resignation date as the time when the notice was provided to the company's managing director.