The Fit and Proper Person Requirements are not a one-time appointment formality. They are a continuing obligation: governing persons must remain fit and proper at all times an RTO is registered, and the organisation must have a system that keeps every declaration current and surfaces any change in circumstances. An analysis of who must declare, when declarations must be refreshed, what currency actually means, and the maintenance system a corporate RTO needs, set against the questions the sector keeps asking ASQA. This article is general compliance guidance, not legal advice, and specific provisions should be verified against the current instruments.
An Obligation That Does Not End at Appointment
Three questions put to ASQA at a recent sector webinar converged on a single uncertainty that affects every corporate RTO: what are the expectations for the fit and proper person declaration introduced with the 2025 framework, and who must complete it; for RTOs that collect the declaration at appointment, is there an obligation to seek updates before annual renewals if no change has been advised; and what does currency mean for the fit and proper person requirements? Together, these reveal a sector trying to operate an obligation that has been amended, clarified and extended in ways that create genuine doubt about who must declare, when declarations must be refreshed, and what staying current involves. This article maps the framework under the 2025 Standards and provides a practical maintenance system for corporate RTOs. It is general guidance rather than legal advice, and because the instruments are detailed and subject to amendment, the specific provisions cited should be confirmed against the current versions.
1. The Framework: Where the Requirements Live and What They Require
The Fit and Proper Person Requirements are established in the National Vocational Education and Training Regulator (Compliance Standards for NVR Registered Training Organisations and Fit and Proper Person Requirements) Instrument 2025. The requirements form Schedule 1 of that instrument, and they operate alongside Standard 4.1 of the Outcome Standards, which requires the organisation to be operated by people who are fit and proper persons within the meaning of the requirements.
The requirements set out the circumstances that, if present, affect a person's suitability to be a governing person of an RTO. These include having been convicted of an offence involving fraud, dishonesty or violence; having been disqualified from managing a corporation; having had a licence or registration cancelled or refused in specified contexts; and having been a governing person of an organisation whose registration was cancelled or not renewed for non-compliance. A person to whom none of these applies is not disqualified; a person to whom one or more applies must disclose it, and ASQA assesses suitability accordingly.
Standard 4.1 requires the organisation to be operated by fit and proper persons, and its performance indicator is not merely that governing persons declared themselves fit and proper at appointment, but that they are, in fact, fit and proper having regard to the requirements at all times the organisation is registered. This distinction between the declaration and the underlying suitability is the key to currency. A declaration made at appointment was accurate then. If a disqualifying circumstance arises afterwards and is not disclosed, the governing person continues to hold a position they are no longer qualified to hold, and the organisation continues to be operated by a person who does not satisfy Standard 4.1. The declaration at appointment does not cure a later disqualifying event. Ongoing disclosure does.
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Standard 4.1 and the Requirements |
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Standard 4.1 requires governing persons to be fit and proper at all times during registration, not only at appointment. It is not satisfied by a declaration at appointment alone. It is satisfied by ongoing suitability and ongoing disclosure of any change in circumstances that affects that suitability. |
2. Who Is a Governing Person
Understanding who must complete a declaration requires the legislative definition of governing person, which is functional rather than formal: a person who controls or substantially influences the management or direction of the organisation, or in ASQA's terms, a person responsible for overseeing, directing, or exercising a degree of control or influence over its management or operation. It looks at what the person does, not the title they hold.
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Role |
Governing person under the functional test? |
Declaration required? |
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Director of the company that is the RTO |
Yes; a director controls or substantially influences management or direction, including non-executive directors |
Yes, at appointment, with currency maintained throughout the directorship |
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Sole trader RTO owner-operator |
Yes; the sole trader controls and directs the organisation in its entirety |
Yes, with currency maintained throughout registration |
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General manager or CEO with significant authority over operations, compliance, finance and strategy |
Likely yes, depending on the scope of authority |
Likely yes; assess each senior role against the definition, document the reasoning, and where in doubt, include the person |
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Training manager whose authority is limited to operational delivery |
Likely no; no control over the management or direction of the organisation |
Likely no; operational roles without governance authority are not governing persons |
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Shareholder with no director role and no operational involvement |
Likely no, unless a majority shareholder who directs management decisions |
Assess individually |
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Trustee of a trust controlling the corporate RTO |
Yes; substantially influences management through the trust structure |
Yes |
The practical implication is that the obligation cannot be discharged by limiting declarations to formally appointed directors. Where any person, whatever their title, controls or substantially influences the management or direction of the RTO, they are a governing person and must declare. RTOs should review their governance structure at least annually to confirm that everyone who meets the definition holds a current declaration, and any change in structure, a new CEO with significant authority, a change in share ownership, or a new parent company, should trigger a fresh review of who is a governing person.
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The Test Is Functional, Not Formal |
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The governing person definition looks at what a person actually does, whether they control or substantially influence the management or direction of the organisation, not what title they hold. Declarations must cover every person who satisfies this functional test, which is why a CEO, a controlling shareholder or a trustee can be a governing person even without a director's title. |
3. Currency: What It Means and How It Is Maintained
Currency means the declaration remains accurate and up to date: the circumstances it described have not changed in any material way, and any change that has occurred has been disclosed and assessed. Currency is not maintained by the passage of time. A declaration completed five years ago and never reviewed is not current simply because five years have passed without anyone asking. It requires active maintenance: the governing person must periodically confirm that their circumstances have not changed, and must disclose any change immediately when it occurs.
The obligation to disclose a change is immediate, not annual. If a governing person is convicted of a relevant offence, has a professional licence cancelled, becomes an undischarged bankrupt, or becomes involved in the governance of another organisation whose registration is cancelled or refused, they must disclose it to the RTO immediately. The annual review is a system for checking that this immediate obligation has been met, not a substitute for it. For corporate RTOs, making the immediate obligation real rather than theoretical requires a governance system: a governing person who understands in the abstract that they must disclose a change, but has never been told specifically what must be disclosed or given a clear channel to do so, is unlikely to disclose in time. The RTO must ensure every governing person is specifically informed of their disclosure obligations, understands what circumstances must be disclosed, and has a clear process for doing so.
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Currency Is Not Passive |
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Currency is not maintained by the absence of change. It is maintained by active confirmation that no relevant change has occurred, and by immediate disclosure when it has. An annual review that does not require governing persons to actively confirm their continued suitability does not maintain currency. It merely checks that no one has spontaneously disclosed a problem. |
4. Annual Renewals: Is There an Obligation to Seek Updated Declarations?
The direct answer is yes, but the framing needs care. The obligation is not specifically to collect a new declaration at the moment of annual registration renewal. It is to ensure that the fit and proper status of all governing persons is current throughout the registration period. Annual renewal is a natural checkpoint for that review, but it is not the only one; the need is driven by the passage of time and the possibility that circumstances have changed unnoticed, not by the administrative event of renewal.
The practical answer is to implement an annual currency review as part of the renewal process. Each governing person confirms, in writing, that their circumstances have not changed since their last declaration or review, or, where they have changed, completes an updated declaration disclosing the change. The confirmation is retained in the file and cross-referenced against the renewal documentation. This is not burdensome: a one-page confirmation asking each governing person to confirm that no relevant change has occurred, or to disclose any that has, satisfies the currency requirement for people whose circumstances are stable, and it mirrors the standing declarations that professional registration bodies and company registers routinely require.
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The Annual Review: Minimum Requirements |
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The annual currency review must require each governing person either to confirm in writing that no relevant change of circumstances has occurred since their last declaration or review, or to disclose any relevant change, with an updated declaration. The review should be documented, dated and retained, conducted before each registration renewal and at any time a material governance change occurs. |
5. The 2025 Declaration: Who Must Complete It
A webinar question asked whether the fit and proper person declaration introduced with the 2025 framework must be completed by only the managerial people, or by all employees. The answer follows from the framework rather than from headcount. With the Compliance Standards and Fit and Proper Person Requirements Instrument 2025 taking effect, including amendments to the requirements, ASQA's guidance is clear that the declaration must be completed by all governing persons as defined under the instrument, that is, everyone who oversees, directs or exercises a degree of control or influence over the management or operation of the RTO. The same functional test set out above governs who must declare.
This means the declaration is not required of every employee. A person whose role is confined to operational delivery, with no authority over the management or direction of the organisation, is not a governing person and is not required to declare. Conversely, a senior person with genuine control or influence is a governing person regardless of their title. Two further points matter for corporate RTOs. First, where there is doubt about whether a particular senior person meets the test, the conservative and defensible course is to include them, because the cost of an unnecessary declaration is negligible while the cost of omitting someone who later has a disqualifying circumstance is high. Second, the fit and proper expectation extends, through the RTO's due diligence, to staff who deliver VET on its behalf under third-party arrangements: the Practice Guide expects an RTO to apply the same due diligence to those people, which is a different mechanism from the governing-person declaration but part of the same integrity obligation.
6. The Notification Obligation: Material Changes and the 90-Day Rule
Distinct from the declaration itself is the obligation to notify ASQA of material changes. Where an RTO becomes aware that a governing person no longer satisfies the fit and proper person requirements, that is a material change, and the RTO must notify ASQA as soon as practicable and within 90 calendar days of the event, consistent with the material change notification obligation under the National VET Regulator Act and the 2025 Standards. ASQA reinforced this in its 2026 statement of regulatory expectations on the fit and proper person requirements and the notification of material changes, making clear that providers who do not comply with both the requirements and the notification obligation will be found non-compliant.
An RTO that runs the annual currency review is far more likely to become aware of a disqualifying event than one relying solely on voluntary disclosure, so the review is not only good governance but the mechanism that makes the notification obligation operationally achievable. Two points follow. First, where the disqualifying circumstance is serious, such as a conviction for fraud or dishonesty, the appropriate response is likely the removal or resignation of the governing person, not notification followed by continued governance by a disqualified person. Second, Standard 4.1 continues throughout: an organisation that keeps being governed by a person who does not satisfy the requirements, after it becomes aware of this, is in breach of Standard 4.1 regardless of whether it has notified ASQA. Notification is a transparency obligation; rectification is a compliance obligation; both must occur.
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Notification Is Not Rectification |
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Notifying ASQA of a material change is a transparency obligation. Ensuring the organisation is governed by people who satisfy the fit and proper person requirements is a compliance obligation under Standard 4.1. Both must be addressed. Notification without rectification does not satisfy Standard 4.1, and continuing to be governed by a disqualified person remains a breach even after the notification is lodged. |
7. A Corporate RTO Maintenance Checklist
The checklist below covers the full lifecycle of the obligation, from appointment through annual review to governance-change events.
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Trigger event |
Required action and documentation |
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Appointment of a new director, trustee or senior person who meets the governing person test |
Obtain a completed declaration before or immediately upon appointment; document the governing-person assessment; brief the person on their ongoing disclosure obligations and what must be disclosed; retain the signed declaration |
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Annual registration renewal |
Conduct the currency review for all governing persons; each confirms in writing that no relevant change has occurred, or discloses any; update the governing person register; document the review and retain the confirmations |
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Significant governance change (new parent company, restructure, change of ownership or control) |
Review the register and identify whether new persons now meet the test; obtain declarations from them; check that existing declarations remain accurate in the new structure |
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A governing person discloses a change of circumstances |
Assess whether it is disqualifying; if so, address the governance issue and notify ASQA of the material change within 90 days; if not, document the assessment and update the declaration |
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The RTO becomes aware, through its own monitoring or external sources, of a potentially disqualifying event |
Assess the information; if confirmed, address the governance issue, notify ASQA of the material change within 90 days, and document how the awareness arose and the steps taken |
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Engaging or renewing a third party that delivers VET on the RTO's behalf |
Apply fit-and-proper due diligence to the relevant staff of the third party; cross-reference the third-party arrangement requirements in the Compliance Standards |
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Governing person resignation or departure |
Note the departure date; update the register; archive the person's file; check that the remaining governance structure satisfies Standard 4.1 |
8. What ASQA Looks For
An auditor assessing Standard 4.1 and the fit and proper person requirements is looking for a functioning governance system, not merely completed paperwork. They will ask who the governing persons are and how the RTO determines this, expecting the RTO to explain its functional application of the definition and identify every governing person by name and role. They will ask to see signed, dated declarations for all current governing persons, with both the original declaration and evidence of subsequent currency reviews for anyone appointed some time ago. They will ask how the RTO keeps declarations current, which is the question the annual review answers: an RTO that can show annual currency confirmations signed by each governing person has a functioning system, while one that can show only the original appointment declarations cannot demonstrate currency. And they will ask how the RTO responds when a governing person's circumstances change, expecting a documented process for receiving, assessing and responding to disclosures that connects to the material change notification obligation, with evidence the process has actually been applied rather than merely written into policy.
Conclusion: A System, Not a Signature
The fit and proper person requirements are easy to misread as a form to be signed once and filed. The framework treats them as the opposite: a continuing assurance that the people who control an RTO remain suitable to control it, refreshed as circumstances change and tested whenever the organisation's governance shifts. The RTOs that struggle with this are not usually the ones with something to hide. They are the ones who collected declarations at appointment, filed them, and assumed the obligation was discharged, only to find at audit that they cannot show their governing persons are fit and proper now, as opposed to on the day they joined. The remedy is modest and entirely achievable: a clear view of who the governing persons are, a declaration from each, an annual confirmation that nothing has changed, an immediate channel for disclosure when it does, and a documented response, including notification, when a disqualifying event comes to light. Built once and maintained, that system turns a recurring audit vulnerability into evidence of exactly the governance integrity the 2025 Standards are designed to secure.
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Summary: Fit and Proper Person Requirements in Ten Points |
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1. The requirements form Schedule 1 of the Compliance Standards and Fit and Proper Person Requirements Instrument 2025, operating alongside Standard 4.1 of the Outcome Standards. 2. Standard 4.1 requires governing persons to be fit and proper at all times during registration, not only at appointment. 3. A declaration at appointment establishes initial suitability; ongoing suitability requires currency and immediate disclosure of any change. 4. The governing person definition is functional: anyone who controls or substantially influences the management or direction of the RTO, not only formal directors. 5. RTOs must assess every senior role against this test and, where in doubt, include the person. 6. Currency requires active maintenance, not the mere passage of time; an annual written confirmation from each governing person is the minimum system. 7. Annual renewal is a natural checkpoint for the currency review, but the obligation is to keep status current throughout registration, not only at renewal. 8. The 2025 declaration must be completed by all governing persons as defined, not by every employee; operational roles without governance authority are not included. 9. Where a governing person no longer satisfies the requirements, the RTO must notify ASQA of the material change within 90 calendar days, and rectify the governance issue, since notification without rectification does not satisfy Standard 4.1. 10. Auditors look for a functioning system, current declarations, documented reviews and an applied disclosure-and-response process, not merely appointment paperwork. This article is general guidance, not legal advice; verify provisions against the current instruments. |
References and Further Reading
National Vocational Education and Training Regulator Act 2011 (Cth), including the material change notification obligation. Federal Register of Legislation.
National Vocational Education and Training Regulator (Compliance Standards for NVR Registered Training Organisations and Fit and Proper Person Requirements) Instrument 2025, Schedule 1 (Fit and Proper Person Requirements). Federal Register of Legislation.
National Vocational Education and Training Regulator (Outcome Standards for Registered Training Organisations) Instrument 2025, Standard 4.1 (leadership and accountability). Federal Register of Legislation.
Australian Skills Quality Authority. Fit and Proper Person Requirements Practice Guide, the Fit and Proper Person Declaration, and the statement of regulatory expectations on the requirements and notification of material changes. https://www.asqa.gov.au
National Vocational Education and Training Regulator (Data Provision Requirements) Instrument 2020 (Cth). Federal Register of Legislation.