For many Skills Assure Suppliers (SAS), change is simply part of business growth and evolution.
That change may involve:
- appointing new directors or key personnel;
- bringing in investors or shareholders;
- succession planning;
- internal restructures;
- changes to trusts or trustees;
- amendments to company constitutions;
- mergers or acquisitions; or
- broader governance and ownership changes.
While many of these decisions are made for commercial or operational reasons, providers sometimes underestimate the regulatory implications sitting behind them.
Under the Skills Assure Supplier Agreement, changes in control are not viewed by DTET as simple administrative updates.
They are treated as significant governance events capable of impacting the Department’s assessment of the organisation’s suitability to hold a publicly funded training contract.
And while the process can feel detailed at times, understanding the Department’s expectations early can make governance changes far more manageable and significantly less stressful for providers navigating periods of organisational change.
The SAS Agreement Is Not Automatically Transferable
Under clause 30 of the Skills Assure Supplier Agreement, providers must obtain prior written consent from the Department before certain changes in control occur.
This includes changes involving:
- shareholders;
- directors or secretaries;
- key personnel;
- constitutions;
- trusts or trustees; or
- other arrangements impacting “control” under the Corporations Act 2001 (Cth).
From DTET’s perspective, this is not simply a paperwork exercise. It is effectively an assessment of whether the organisation can continue to responsibly manage public funding and student outcomes following the proposed changes.
The Department also retains absolute discretion regarding whether consent is granted and may impose conditions on approval.
For providers, this means even seemingly minor governance or ownership changes may require early planning, supporting documentation and regulatory consideration.
What starts as:
“We’re just updating a director…”
can quickly evolve into ASIC extracts, fit and proper declarations, constitutional mark ups, governance disclosures and financial viability discussions.
What Types of Changes May Require Approval?
One of the most common areas of confusion for providers is understanding what actually constitutes a “change in control”.
Importantly, these obligations are not limited to business sales or acquisitions.
Depending on the circumstances, approval requirements may be triggered by:
- appointing or removing directors;
- changing shareholders;
- introducing investors;
- updating constitutions;
- changing trustees;
- internal restructures;
- altering beneficial ownership arrangements;
- changing key personnel; or
- broader governance changes impacting organisational control.
Even where changes occur within existing ownership groups, providers should carefully assess whether the proposed arrangements alter control in a way that requires Departmental consent.
Greater Visibility Into an Existing Due Diligence Process
While the updated DTET forms provide greater visibility into the Department’s expectations, the underlying due diligence process itself is not new.
For quite some time, DTET has undertaken detailed assessments of proposed changes in control, particularly where applications involve:
- complex corporate structures;
- multiple related entities;
- trust arrangements;
- investment groups;
- interstate or offshore interests;
- mergers and acquisitions; or
- historical compliance or financial concerns.
In many instances, the Department engages external legal and financial specialists to assist in reviewing applications.
Importantly, under the SAS Agreement, providers may be responsible for the Department’s legal and administrative costs associated with assessing a change in control request.
What many providers do not realise is that these costs can vary significantly depending on:
- the size and complexity of the organisational structure;
- the nature of the proposed changes;
- the number of incoming and outgoing parties;
- whether external financial viability assessments are required; and
- the quality and completeness of the initial submission.
For some providers, the process may remain relatively straightforward.
For others, particularly where layered ownership structures, trusts, multiple entities or governance concerns are involved, the review process can become far more detailed and time intensive than initially anticipated.
For many providers, these changes are also occurring alongside day to day operational pressures, audits, delivery obligations and ongoing compliance responsibilities. Understanding the requirements early, rather than midway through implementation, can make a substantial difference to both timing and stress levels.
What DTET Is Really Assessing
A common misconception is that DTET is only reviewing the technical change itself.
In reality, the Department is assessing whether the proposed changes impact the organisation’s overall governance capability, financial stability and suitability to continue managing public funding.
The revised forms demonstrate a strong focus on:
- governance capability;
- financial viability;
- beneficial ownership;
- related party relationships;
- historical regulatory conduct;
- reputational considerations; and
- overall suitability to manage public funding.
While this is not an entirely new requirement, incoming directors, shareholders and key personnel are now required to disclose extensive information relating to:
- bankruptcy and insolvency history;
- legal proceedings;
- criminal offences;
- previous RTO involvement;
- cancelled government contracts;
- conflicts of interest;
- recruitment or labour hire interests; and
- matters potentially impacting public confidence.
Increased Expectations for Incoming Personnel
One particularly notable change is the increased level of supporting evidence now being requested for incoming Key Personnel.
Providers are now required to submit additional documentation and declarations, including:
- resumes outlining previous VET experience;
- ASIC Personal Name Extracts;
- disclosures relating to actual, perceived or potential conflicts of interest; and
- responses to extensive pre-screening questions aligned to fit and proper person considerations.
These questions extend beyond traditional compliance matters and now include broader governance and reputational considerations, including whether there has been:
- involvement with organisations subject to regulatory action;
- previous government contract issues;
- insolvency events;
- legal disputes; or
- negative media coverage or other matters that could impact public confidence in the suitability of the individual to be involved in a publicly funded VET provider.
For incoming corporate shareholders, the scrutiny extends further into:
- trading history;
- financial viability;
- audited financial statements;
- historical regulatory action; and
- funding contract history across jurisdictions.
In Practical Terms, DTET Is Assessing:
✔ Who ultimately controls the organisation
✔ Whether public funding is being placed at risk
✔ The financial viability of incoming parties
✔ Governance capability and experience
✔ Historical compliance conduct
✔ Related entity and beneficial ownership risks
✔ Potential reputational concerns
✔ Whether students and delivery continuity may be impacted
The message from the Department is fairly clear:
They are not simply assessing the organisation itself. They are assessing the people and entities standing behind it.
Due Diligence Works Both Ways
Importantly, this level of scrutiny should not only sit with the Department.
Incoming parties should also undertake their own due diligence before proceeding with governance or ownership changes.
And that review should extend well beyond financial performance and student numbers.
Providers should carefully review:
- historical compliance performance;
- audit outcomes;
- funding contract history;
- subcontracting arrangements;
- third party delivery;
- AVETMISS reporting history;
- student complaints;
- trainer credentials;
- marketing practices;
- funding liabilities; and
- unresolved regulatory concerns.
The updated forms also require incoming parties to acknowledge that they may assume liabilities relating to prior non compliances or breaches under the SAS Agreement.
Because in some cases, the real risk is not the change itself. It is inheriting historical problems that were never properly identified beforehand.
So, What Does a Well Prepared Application Usually Look Like?
Generally, smoother change in control applications tend to involve:
- early planning before changes are implemented;
- clear organisational and ownership structures;
- aligned ASIC, ASQA and governance documentation;
- upfront disclosure of related entities or potential conflicts;
- strong evidence of financial viability;
- clearly articulated transition arrangements; and
- personnel who can demonstrate appropriate governance and VET capability.
In many cases, the process becomes significantly easier when providers approach the application as a governance and risk management exercise rather than simply a compliance form.
Timing Is Often Underestimated
One of the biggest practical issues we see in change in control matters is timing.
Governance or ownership changes are often planned with relatively aggressive implementation dates, particularly where:
- directors are exiting;
- investors are involved;
- succession planning is occurring;
- business restructures are underway; or
- organisations are operating under commercial pressure.
The challenge is that regulatory approval timeframes do not always align neatly with commercial expectations.
Submitting a change in control request does not constitute approval.
And proceeding before written consent is obtained may constitute an Event of Default under the SAS Agreement.
This can potentially result in:
- suspension of funding;
- termination of the agreement; or
- additional legal and administrative costs.
In practice, change in control planning should begin well before governance changes are implemented, not after documents have already been signed or appointments announced.
Common Mistakes We See in Change in Control Applications
Over the years, there are several recurring issues that tend to create delays, additional scrutiny or unnecessary complications during the approval process.
Treating DTET Approval as an Administrative Afterthought
Regulatory approval is often one of the most operationally significant parts of the process, not the final checkbox.
Underestimating the Level of Supporting Evidence Required
Many providers are surprised by the extent of information now requested regarding shareholders, related entities, governance personnel and financial history.
Failing to Identify Beneficial Ownership Early
Informal ownership arrangements, silent investors or related party interests can quickly become problematic if they emerge late in the process.
Inconsistent Documentation
One of the most common causes of delay is documentation that does not align across:
- ASIC records;
- constitutions;
- shareholder arrangements;
- ASQA notifications; and
- DTET submissions.
Assuming Internal Restructures Don’t Require Approval
Even changes within existing ownership groups may still trigger change in control obligations depending on how control is structured.
Forgetting the ASQA Implications
If a proposed restructure results in ASQA issuing a new RTO code, the incoming entity may need to reapply for SAS approval entirely.
That can have major implications for continuity of funding, student arrangements and operational planning.
The “Public Confidence” Consideration Should Not Be Ignored
One particularly interesting inclusion in the updated forms is the Department’s focus on matters that may impact “public confidence” in the suitability of incoming parties.
This signals that DTET’s assessment extends beyond pure compliance and financial viability.
Governance reputation matters.
Historical conduct matters.
Industry perception matters.
And increasingly, the Department appears to be assessing whether proposed controlling parties strengthen or weaken confidence in the stewardship of publicly funded training.
Final Thoughts
Governance and ownership changes are a normal part of operating and growing a training organisation.
However, for Skills Assure Suppliers, those changes also come with regulatory obligations that require careful planning, transparency and documentation.
While the process can feel detailed, particularly where multiple entities, shareholders or governance changes are involved, understanding the Department’s expectations early can significantly reduce delays, cost and compliance risk later.
With the right preparation, clear documentation and proactive planning, change in control applications become far more manageable and far less stressful for providers navigating periods of organisational change.
References
- Department of Trade, Employment and Training (Queensland). 2025 to 2028 Skills Assure Supplier Agreement.
- Department of Trade, Employment and Training (Queensland). Request for Consent to Change in Control Form.
- Department of Trade, Employment and Training (Queensland). Section A – Director and Secretary Details.
- Department of Trade, Employment and Training (Queensland). Section B – Shareholder Details.
- Department of Trade, Employment and Training (Queensland). Section C – Key Personnel.
- Department of Trade, Employment and Training (Queensland). Section D – Change to Company Name.
- Department of Trade, Employment and Training (Queensland). Section E – Change in Constitution.
- Department of Trade, Employment and Training (Queensland). Section F – Change to a Trust or Trustee.
- Department of Trade, Employment and Training (Queensland). Section G – Change in Control – Other.
- Australian Skills Quality Authority (ASQA). Fit and Proper Person Requirements.
- Corporations Act 2001 (Cth), section 50AA – Meaning of Control.
- Australian Securities and Investments Commission (ASIC). Personal Name Extracts and Company Extracts.
Need Support Navigating a Change in Control?
Governance and ownership changes can quickly become complex, particularly where multiple entities, shareholders, trusts, funding contracts or regulatory obligations are involved.
At Hawkeye Consultancy, we support Skills Assure Suppliers and RTOs through a wide range of change in control matters, including:
- governance restructures;
- shareholder and director changes;
- succession planning;
- acquisitions and mergers;
- trust and constitutional amendments;
- due diligence support;
- regulatory submissions; and
- compliance risk management.
Our approach is practical, transparent and focused on helping providers understand their obligations clearly, prepare documentation thoroughly and navigate the process with confidence.
Because ultimately, our goal is simple:
to help VET professionals stress less about compliance.
For more information, visit:
www.hawkeyeconsultancy.com.au
or contact the Hawkeye team at:
[email protected]
Disclaimer
This article is intended for general informational purposes only and does not constitute legal, financial or regulatory advice. Skills Assure Suppliers should seek independent professional advice relevant to their individual circumstances before implementing governance, ownership or structural changes.