Conflict of interest declaration template

A conflict of interest declaration is how an individual director puts a disclosure on the record. Section 191 of the Corporations Act requires a director who has a material personal interest in a matter that relates to the affairs of the company to give the other directors notice of the interest, unless an exception applies. A clear declaration form makes that disclosure easy to make, easy to record, and easy to act on.

When a director uses it

A director completes a declaration as soon as they become aware of a material personal interest in a matter the board will consider. This may be ahead of a meeting, where the matter is already on the agenda, or at the meeting when the matter arises. A director may also use a standing notice under section 192 for an ongoing interest, which operates until it is changed. The declaration form supports both: a one off disclosure or the basis for a standing notice.

What the board does with the declaration

Once the interest is disclosed, the board manages the conflict under the rule for the entity type. In a proprietary company, the section 194 replaceable rule may allow the disclosed director to remain and vote unless the constitution displaces it. In a public company, section 195 requires the director not to be present or vote on the matter unless an exception applies. The declaration is entered in the register of interests, and the minutes record what occurred.

Key fields in the template

- Director name and the company name - The date of the declaration - The matter or matters the interest relates to - The nature and extent of the material personal interest - Whether the declaration is a one off disclosure or a standing notice under section 192 - The director signature and date

A sample structure

Declaration of interest by [Director] of [Company].

I disclose that I have a material personal interest in the following matter or matters: [describe].

The nature and extent of my interest is: [describe].

This declaration is a [one off disclosure under section 191 / standing notice under section 192].

Signed: [director], date.

Good practice

Describe the nature and extent of the interest, and not only its existence, so the board can judge whether and how the conflict affects the matter. Make the disclosure before the matter is considered. Enter the declaration in the register of interests and reflect the action taken in the minutes. Where the interest is ongoing, consider a standing notice so it does not need to be repeated for every related matter.

Generate this in Quorum

Quorum captures the declaration, adds it to the register of interests as append-only history, links it to the affected matters, and applies the section 194 or section 195 rule from the entity type so the board manages the conflict correctly. This helps you comply with section 191 and supports your obligations. The company and its directors remain responsible for compliance.

Part of the Cohiva platform

Quorum is part of the Cohiva platform. Learn more at [www.cohiva.com](https://www.cohiva.com). For resolutions and documents that need signing, [Cohiva Sign](https://www.cohiva.com) provides e-signatures on board resolutions.