Documents

Guide to fitness and propriety under the TEQSA Act  (MS Word, 162 KB)

Guide to fitness and propriety under the TEQSA Act  (PDF, 202 KB)

Overview

In 2017, the Tertiary Education Quality and Standards Agency Act 2011 (the Act) was amended to include a ‘fit and proper person’ requirement at provider registration and renewal of registration, and as an ongoing condition of registration as a higher education provider.

This requirement is located in the following provisions of the TEQSA Act:

• Paragraph 21(1)(b) provides that TEQSA may grant an application for registration if it is satisfied that the applicant, and each person who makes or participates in making decisions that affect the whole, or a substantial part, of the applicant’s affairs, is a fit and proper person.
• Paragraph 36(1)(b) contains an identical provision with respect to renewal of registration.
• Subsection 25A provides that a registered higher education provider, and each person who makes or participates in making decisions that affect the whole, or a substantial part, of the provider’s affairs, must be a fit and proper person. This is a condition of registration.

In December 2018, the Tertiary Education Quality and Standards Agency Fit and Proper Person Determination 2018 (the Instrument) came into effect. The purpose of the Instrument is to specify matters that TEQSA may have regard to when determining whether a person is fit and proper under paragraph 21(1)(b), subsection 25A and paragraph 36(1)(b) of the Act.

On 5 April 2025, the Instrument was amended by the Tertiary Education Quality and Standards Agency Fit and Proper Person Determination 2018 – Amendment No 1 of 2025. The amendments allow TEQSA to have regard to the following additional matters when determining whether a person is fit and proper:

• whether a person has been convicted of a foreign offence against a foreign law/s (subsection 6(1A))
• whether a person has previously been found not to be a fit and proper person for the purposes of any other law of the Commonwealth, a State or Territory (subsection 10(1)(i))
• whether the public is unlikely to have confidence in a person’s suitability to be a person who makes or participates in making decisions that affect the whole, or a substantial part, of a registered higher education provider’s affairs (subsection 10(3A)).

Section 7A of the Educational Services for Overseas Students Act 2000 (ESOS Act) also specifies matters that TEQSA (as an ESOS agency) must have regard to in deciding whether a provider is fit and proper to be registered for the purposes of the ESOS Act.

This guidance sets out the principles and considerations that TEQSA will have regard to when assessing fitness and propriety for the purposes of the TEQSA Act.

What does it mean to be a ‘Fit and Proper Person’?

‘Fit and proper person’ is not defined for the purposes of the Act. Read in the context of the Act, TEQSA considers that whether a person is fit and proper should be determined by reference to the person’s character and ability, as well as the likelihood that the person will comply with (or reasonably assist compliance with) the obligations imposed by the Act and the Higher Education Standards Framework (Threshold Standards) 2021 (Threshold Standards). Whether a body corporate is fit and proper should be determined by reference to the persons through whom the body corporate acts, as well as the body corporate’s own history. These considerations are reflected in the Instrument.

The objects of the Act include, among other considerations, the protection and enhancement of Australia’s reputation for quality higher education and training services and to protect students undertaking, or proposing to undertake, higher education in Australia by requiring the provision of quality higher education. These considerations underpin TEQSA’s regulatory activities and inform the way in which fitness and propriety is assessed by TEQSA.

What matters does TEQSA consider?

The Instrument sets out matters that TEQSA may have regard to in determining whether a person is a fit and proper person for the purposes of the TEQSA Act.

If one or more of the matters set out in the Instrument arises in relation to a person, TEQSA’s assessment will take into account additional factors such as:

• whether the matter in question is relevant to exercising duties within the higher education sector
• the seriousness of the matter
• the length of time that has lapsed since the event occurred
• any history of past conduct
• any consequences for the applicant or any other person
• the implications of the matter—that is, what it shows about the person
• the person’s attitude towards the matter—such as whether the person has learnt, changed and improved their behaviour and is unlikely to further offend in the future.

The evidence that is relevant to whether a person is fit and proper, and the weight that should be afforded to that evidence, will be considered in the circumstances of each case.

Compliance with the law

In determining whether a person is fit and proper, TEQSA may have regard to matters in relation to the person’s compliance with the law, including whether the person:

• has been convicted of an offence against an Australian or foreign law
• has been ordered to pay a pecuniary penalty (monetary penalty) under an Australian law
• is currently involved in proceedings before a court or tribunal.

If the person has been convicted of an offence or ordered to pay a pecuniary penalty, TEQSA may have regard to the seriousness of the offence or contravention concerned.

However, TEQSA will not have regard to:

• a conviction that is spent under Part VIIC of the Crimes Act 1914 (Cth) or a similar State or Territory law (meaning the person is generally no longer required to disclose the conviction and it will not appear on most criminal record checks)
• a conviction that has been quashed, set aside, extinguished, annulled or pardoned.

Financial record

A person’s financial record is an important element in determining their fitness and propriety.

When assessing a person’s financial record, TEQSA may have regard to matters including whether the person:

• has been insolvent or bankrupt
• has taken steps to take the benefit of any law for the relief of bankrupt or insolvent debtors, such as a debt agreement under part IX or a personal insolvency agreement under part X of the Bankruptcy Act 1966 (Cth)
• has compounded debts with one or more creditors
• has assigned remuneration for the benefit of one or more creditors
• has been under external administration, in relation to a company
• owes outstanding debts to the Commonwealth.

Management history

In determining whether a person is fit and proper, TEQSA may have regard to matters relating to the person’s management history in the provision of education and as a company director including:

• whether:
  • the person’s registration to provide higher education or vocational education and training
  • the person’s registration as a Registered Training Organisation (RTO)
  • the accreditation of a higher education course of study in relation to the person
  • the person’s registration under the ESOS Act
  • subsidy funding arrangements for the provision of education by the person, such as Commonwealth Supported Places
    
    have been cancelled, revoked, shortened, not renewed or suspended
• whether the person has:
  • had a condition imposed on one of the types of a registration, approval or arrangement mentioned above
  • breached such a condition
  • been disqualified from managing corporations under Part 2D.6 of the Corporations Act 2001 (Cth). 

Provision of information

TEQSA may also have regard to whether the person has provided false or misleading information to persons or bodies including:

• TEQSA
• the National VET Regulator, i.e. the Australian Skills Quality Authority (ASQA)
• a body of a State or Territory that registers education providers
• a tuition assurance administrator
• a relevant Minister, Department or Secretary - currently the Minister for Education, Department of Education and Secretary of the Department of Education
• an authority of a State or Territory that deals with subsidy funding arrangements for education

in circumstances where it is reasonable to assume that the person knew the information was false or misleading.

Previous conduct and involvements

Finally, in relation to a person’s previous conduct and involvements, TEQSA may have regard to matters including:

• whether the person has been found not to be a fit and proper person under other Acts, instruments and arrangements listed at subsection 10(1) of the Instrument
• whether the person has engaged in conduct that reasonably suggests a deliberate pattern of unethical behaviour, or of acting inconsistently with laws of the Commonwealth, a State or Territory, in relation to the provision of education or training
• whether a business providing education would have been a fit and proper person for the purposes of the Act at the time the person was involved with that business
• whether the public is unlikely to have confidence in the person’s suitability to be a person who makes or participates in making decisions that affect the whole, or a substantial part, of a registered higher education provider’s affairs
• any other matter relevant to the honesty, knowledge or ability of the person.

TEQSA may consider instances of previous conduct that did not result in a conviction but call into question a person’s judgement and integrity, for example, if a person has been found to have committed an act of professional or academic misconduct.

TEQSA’s processes

A finding by TEQSA that a person is not a fit and proper person is a serious determination. It could result in an application for registration being rejected or a provider’s registration being cancelled. In addition, it could also have serious consequences for an individual’s reputation and, in some cases, their employment.

Accordingly, when determining whether a person is fit and proper it is important that TEQSA give due regard to relevant considerations including a person’s:

1. compliance with the law and provision of information
2. previous conduct and management history
3. financial record.

The above matters can be considered in respect of the person (if an individual), a corporation and any of its officers (if a provider or prospective provider), including its directors, chief executive and managers, or other persons who are involved in making decisions that affect the whole, or a substantial part, of the provider’s affairs.

TEQSA affords procedural fairness to those affected by fitness and propriety requirements by affording them an opportunity to address relevant evidence and issues before making an adverse decision.

Next steps

If you have queries about TEQSA’s application of the fit and proper person requirements, please contact the TEQSA Enquiries Management team at providerenquiries@teqsa.gov.au for assistance.

Document control information

Documents

Guidance note: Changes in a course of study that may lead to accreditation as a new course  (MS Word, 149 KB)

Guidance note: Changes in a course of study that may lead to accreditation as a new course  (PDF, 227 KB)

Providers should note that Guidance Notes are intended to provide guidance only. The definitive instruments for regulatory purposes remain the TEQSA Act, the Higher Education Standards Framework, the National Code and the ESOS Act as amended from time to time.

Purpose of this note

TEQSA expects that courses of study will evolve over time as providers make improvements as part of their quality assurance processes and/or respond to changing circumstances in the educational and workplace environments. Some changes may be relatively minor, some may be more significant (i.e. changes to course title, a notable reduction in course duration, or the introduction of new majors or specialisations), while others may change the course so fundamentally that it amounts to a ‘new’ course. A ‘new’ course will need to be accredited as such, whether internally if the provider has authority to self-accredit the new course, or externally by TEQSA. In the case of accreditation by TEQSA, accreditation as a new course of study may arise as a result of:

• a provider’s own initiative to replace a previously accredited course of study with a new course of study, or
• TEQSA determining that the proposed changes to a course of study will change the course sufficiently to warrant accreditation of the course as a new course of study.

The aim of this note is to indicate some of the major factors that TEQSA may have regard to in reaching a decision on whether accreditation of a course can be renewed under its existing identity or whether it needs to be accredited as a new course of study.

Because of the variety of factors that may affect a determination by TEQSA, providers are advised to discuss proposed significant changes to a course of study with TEQSA. These discussions will help to resolve whether the proposed changes fundamentally change the nature of the course of study and/or likely expectations of it from students and the community, to the extent that TEQSA will require accreditation as a new course.

Factors that may affect TEQSA’s determination

Many factors may influence TEQSA’s decision making in particular circumstances. Some key factors that may lead to a requirement for accreditation as a new course are outlined below. Many of these are somewhat interdependent, e.g. changes to learning outcomes and course design, but for the purposes of this guidance note they are considered separately. The discussion largely follows the matters raised by the requirements of the Higher Education Standards Framework (Threshold Standards) 2021 (HES Framework).

Representation of the course of study

From time to time, providers may wish to change the orientation of a course to match new or emerging opportunities, such as innovative employment opportunities or marked changes in technologies. This may cause a provider to structure the course differently and change the title. For example, a Bachelor of Science (BSc) may be recast as a BSc (Environmental Sciences) or BSc (Emerging Technologies). Where the new title of the course is likely to suggest to prospective students that the course may lead to markedly different employment prospects or opportunities for further study, TEQSA may form the view that the course should be accredited as a new course. This could also apply to broadening or narrowing a field of education, e.g. changing a Masters of Business Administration (MBA) to a more specialised course of study, e.g. to MBA (Health Management), or vice versa. TEQSA would also consider whether the new title, if not accredited as a new course, may cause confusion with existing courses or be misleading to the community and potentially affect the reputation of Australian higher education.

Level/type of qualification

Where a change to a course is proposed to lead to a different qualification at the same AQF level, e.g. bachelor (honours) degree to a graduate diploma at Level 8, or to one at a different level, from a bachelor to a masters degree, the course will need to be accredited as a new course. This will also include postgraduate courses, e.g. masters, doctorate, that are proposed to change from coursework (or predominantly coursework) to a research degree (i.e. including at least two-thirds research work). A change to a research degree would also involve meeting the Research and Research Training Standards (Domain 4 of the Threshold Standards) if that has not already occurred.

Where a provider that offers a diploma accredited as a vocational education and training (VET) course proposes to convert this to a higher education course, or to offer a higher education diploma with the same title and content, the higher education diploma will need to be accredited as a new course. Higher education providers should have regard in such cases to the over-riding requirement to deliver teaching and learning that engage with advanced knowledge and inquiry (Threshold Standards Category Criterion B1.1).

Learning outcomes

TEQSA expects the learning outcomes of courses to evolve with time, and such evolution is unlikely to have an impact on re-accreditation of a course. However, from time to time, marked changes may occur in expected learning outcomes, e.g. to provide training for a different (broadened or specialised) scope of professional practice, such as a new major or course solely addressing forensic accounting instead of management accounting. In such cases TEQSA will consider accreditation as a new course in the interests of clarification and avoidance of confusion about what can be expected of graduates. Providers may well also see this as advantageous in proposing a new field of study.

Course duration/volume of learning

A marked change in the duration of a course of study or the volume of learning may lead to a need for accreditation as a new course. This may occur particularly if:

• there has been a marked reduction in the volume of learning without other corresponding changes to other factors, and/or
• a marked and unsubstantiated departure from the broad guidance of the AQF is proposed.

A marked change in volume of learning would be expected to be accompanied by various other changes, such as changes to the:

• level or qualification type
• scope of the expected learning outcomes
• prerequisites or other aspects of academic preparedness
• course design, or
• delivery methods.

If these types of accompanying changes have not occurred, TEQSA would be concerned about the credibility of the proposed changes to the volume of learning. Where accompanying changes are being proposed to support a change in volume of learning, TEQSA will form a view on whether, in aggregate, they change the fundamental nature of the course to the extent that it amounts to a ‘new’ course.  

Entry requirements

Changes to entry requirements may cause TEQSA to see the changes as a new course. This would occur where the changed entry requirements are likely to change the consequent type and level of learning experiences that flow from the change, e.g. a change from undergraduate entry to graduate entry, or new and substantial requirements for prerequisite professional or workplace experience that is expected to be advanced in the course of study. Changes in entry requirements that may require additional support, e.g. admitting an educationally disadvantaged cohort, but do not otherwise change the fundamental nature of the course or its outcomes, are less likely to require accreditation as a new course. 

Course design/delivery

Providers are expected to change the design and delivery of courses over time as part of their internal monitoring and quality assurance. TEQSA will consider such changes as part of re-accreditation of a course of study. Provided that the changes do not markedly change the expected outcomes of the course for students or the community, TEQSA is unlikely to require accreditation as a new course of study. For example, progression to more emphasis on online learning is likely to be seen as part of a natural evolution in a provider’s educational management, provided the changes are accompanied by corresponding relevant changes to the provider’s monitoring and quality assurance. Adopting a solely online mode of delivery would be a material change, but not necessarily change the course to such an extent that it would require accreditation as a new course.

However, where the design and delivery of a course is changed fundamentally and such changes to its design and delivery are claimed to engender markedly different graduate capabilities and/or a capacity to meet new community expectations, TEQSA may form the view that accreditation as a new course of study is warranted. For example, if a provider introduced an unprecedented predominance of ‘best practice’ work-integrated learning, TEQSA may form the view that the interests of all parties may be better served by accreditation as a new course.  

Research and research training

As mentioned above, offering a research degree(s) requires a provider to meet the standards of the Threshold Standards for both research and research training. Changes to a course of study that are intended to convert it to a research degree will require accreditation as a new course of study.

Institutional quality assurance

If a provider proposes changes to a course of study that would require capabilities that have not been demonstrated previously, TEQSA will need to consider accreditation as a new course. For example, a provider may wish to incorporate new fields of education into a course for which it has not previously demonstrated a capacity for sufficient academic leadership, staff expertise, learning resources or dedicated expertise in institutional quality assurance (e.g. in the academic board or equivalent) in that field to meet the requirements of the Threshold Standards prima facie. As discussed above, this would apply to new research degrees but it would apply in any area where the provider is proposing significant involvement in new fields of education or markedly different modes of delivery, e.g. adding significant STEM content to a humanities program.

Delivery partners

The Threshold Standards set out specific requirements in relation to delivery with other parties. A proposal for a new delivery partner would require consideration by TEQSA at least as a material change, and, depending on the nature of the delivery arrangement and its likely impact on the design of course of study, may lead to accreditation as a new course. So too may a change of delivery partner, however TEQSA would take into account the provider’s previous record of managing and quality assuring delivery partners.

International students

Providers may propose changes to a previously accredited course to meet the needs of one or more cohorts of international students (whether onshore or offshore). TEQSA will have regard to the matters discussed elsewhere in this guidance note in considering whether the course amounts to a ‘new’ course and warrants accreditation as such. TEQSA will also have regard to any potential impact on the reputation of Australian higher education. 

Resources and references

Material changes and other notifications

TEQSA welcomes the diversity of educational delivery across the sector and acknowledges that its Guidance Notes may not encompass all of the circumstances seen in the sector. TEQSA also recognises that the requirements of the Threshold Standards can be met in different ways according to the circumstances of the provider. Provided the requirements of the Threshold Standards are met, TEQSA will not prescribe how they are met. If in doubt, please consult your TEQSA assessment manager. 
 

Documents

Guidance note: Delivery with other parties  (MS Word, 150 KB)

Guidance note: Delivery with other parties  (PDF, 222 KB)

Providers should note that Guidance Notes are intended to provide guidance only. The definitive instruments for regulatory purposes remain the TEQSA Act, the Higher Education Standards Framework, the National Code and the ESOS Act as amended from time to time. 

What does delivery with others parties encompass?

The Higher Education Standards Framework (Threshold Standards) 2021 places obligations on registered higher education providers about arrangements for ‘delivery with other parties’. The primary obligations are found in Section 5.4 of the Threshold Standards.

‘Delivery with other parties’ encompasses arrangements between a provider and another entity (in Australia or overseas), for the delivery of a course of study (a course) or parts of it, that leads to the award of a regulated higher education qualification (higher education qualification).

The scope of these arrangements is typically contained in legal contractual relationships between the parties, which set out the responsibilities of each party and their functions. This may include the processes and systems the other party may implement to ensure it complies with the providers policies and systems. 

Common examples of delivery with other parties include:

• work-integrated learning (see TEQSA’s guidance note for more details)
• in-country language programs
• onshore and offshore arrangements with other providers to deliver higher education
• short-term programs allowing students to complete units of a course with another provider, either domestically or overseas (study tours and exchanges)
• students completing part of their course at one provider, and the remainder at another (twinning arrangements)
• an umbrella entity that is overseeing 2 or more providers covering an aspect of delivery for the overseen providers.

In having arrangements to deliver a course with other parties, the Threshold Standards require providers to remain responsible and accountable in all aspects of course delivery and support. These aspects include corporate monitoring and ensuring student wellbeing and safety.

In the event where a provider is unable to assure itself of a third party's compliance with relevant regulatory frameworks, or is in breach of agreed contractual agreements and benchmarks, a provider will need to take action to protect the interests of students. This may involve ending the relationship with the other party.

Where a provider delivers a course with an overseas party, TEQSA may apply greater focus in ensuring compliance is effectively implemented by the higher education provider. This is because these arrangements can create heightened risk of non-compliance in areas such as student support services, staffing, student safety and wellbeing, identifying students at risk and freedom of speech. TEQSA also expects providers to ensure students to have equivalent opportunities for progression and success, regardless of delivery arrangements or background.

This guidance note does not focus on work integrated learning (WIL), although elements of this will be dealt with in passing. For more detailed information on WIL, please see its associated guidance note. 

What TEQSA will look for

TEQSA considers the Threshold Standards in the context of delivery with other parties, among which most notably are: 

The TEQSA Act

TEQSA also considers obligations arising from the Tertiary Education Quality and Standards Agency Act 2011 (TEQSA Act). The most relevant sections about delivery with other parties are:

• section 26 which applies to providers offering or conferring a higher education award for courses completed in part or wholly with other parties. Where it applies, this section requires a provider to ensure the other party or parties, in delivering the course, are compliant with the Threshold Standards.
• section 29 which requires a provider to notify TEQSA of any material changes which may significantly affect the provider’s ability to comply with the Threshold Standards. An agreement to deliver a course with other parties presents specific risks to compliance. Once a provider has entered an agreement with another party to deliver a course, we expect the provider to notify TEQSA of the agreement and their management/mitigation of the risks posed by it. Information about reporting material changes is outlined on TEQSA’s website: Material changes and other notifications.
• section 44G which imposes notification requirements on providers with authorisation to provide Australian courses offshore. Providers with this authorisation are required to notify TEQSA if certain events or changes in circumstances occur, or are likely to occur, including when an offshore provided Australian course of study first begins to be provided wholly or party by another entity. Information about notifications for authorised providers is outlined on TEQSA’s website: Notifications required of providers with authorisation to provide Australian courses offshore.

Obligations applying to providers educating overseas students in Australia

For providers educating students from overseas, the National Code of Practice for Providers of Education and Training to Overseas Students 2018 (the National Code) Part B and the Education Services for Overseas Students Act 2000 (the ESOS Act) apply.

The National Code applies to providers and their agents/partners in delivering education services. From the National Code, relevant clauses for delivery of education with other parties that TEQSA considers in its work include:

• 1.1-1.3 – provider and its education agents may supply information relevant to a provider’s courses (including information about other parties the provider delivers courses with). This information should not be false or misleading.
• 2.1.6 – requires the provider, prior to accepting an overseas student, to inform the student of the details of any arrangements with other parties who will provide the course or part of the course.
• 4 – providers must ensure education agents are clear on their responsibilities and act in accordance with them.
• 5 – providers must ensure it and any other party delivering education can meet the legislative and other regulatory requirements relating to child welfare and protection.
• 6 – providers must ensure it and other parties delivering the education provide appropriate assistance and information to support overseas students’ adjustment to study and life in Australia.
• 11.1.4 and 11.2.5 – in registering a course, a provider must seek approval from TEQSA for arrangements with other parties. Providers must also demonstrate other parties they engage to deliver a course has adequate staff, resources, and facilities.

Identified issues

TEQSA has identified a range of issues which are indicative of deficiencies in a provider’s delivery with other parties. These include, but are not limited to:

• a lack of clear standards for the contracting, retention, and support for delivery and assessment staff, including standards for equivalency and scholarly activity, which can result in breaches of the regulatory framework
• confusion between the provider and other party about who holds critical responsibilities in delivering the course, as well as inconsistent or conflicting educational and academic goals, resulting in the poor course management
• a lack of training provided to staff and students on institutional policies, resulting in compromised academic quality and inconsistencies across student cohorts, campus and faculties
• misunderstandings or disagreements, between the provider and other party about procedures and responsibilities. This can lead to significant impacts on the experience students and wellbeing of staff, especially if a provider chooses to end its relationship with the other party
• unclear expectations and/or a lack of student performance monitoring by the provider, resulting in failure to deliver as expected or agreed outcomes. This can include high attrition rates, poor progression outcomes, high numbers of reported grievances
• inconsistent reports from the other party about its performance and compliance. This makes it difficult for the provider to assure itself of the other party’s ongoing compliance with relevant frameworks and to ensure the welfare of students
• the other party making changes to a provider’s course without approval and appropriate oversight. This may result in the course being of poorer quality and becoming non-compliant with frameworks such as the AQF
• the other party lacks the necessary resources or skills to provide support services for students including to:
  • overcome cultural, linguistic, or technological barriers to student participation, and
  • ensure student wellbeing and safety
• inadequate information is made available to students about which party is responsible for responding to their concerns, making it difficult to resolve them
• providers are not cognisant of the facility and infrastructure requirements of their student cohorts when outsourcing to third parties such as prayer rooms. 

Related resources

• Guidance Note: Work-integrated Learning
• Guidance Note: Corporate Governance [under development]
• Guidance Note: Credit and Recognition of Prior Learning
• Guidance Note: Monitoring, Review, and Improvement [under review]
• Guidance Note: Facilities and Infrastructure [under development]
• Transnational Education Toolkit
• Guidance Note: Student wellbeing and safety [under development]