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Resident Directors

By Chris Warrick, Beachhead Management

For all foreign companies seeking to establish an Australian subsidiary, it is a regulatory requirement to appoint a local Resident Director and, for a trading or operating company, a Public Officer.

Australian company law (Australian Corporations Act 2001) requires a Proprietary company to have at least one Australian-resident director, a public company requires three directors (two of whom must be resident).

Minimum officeholders

A company is required to have a minimum number of directors and secretaries.

Proprietary companies

A proprietary company can generally be identified by the company name ending with the words ‘proprietary limited’ or the abbreviation ‘pty ltd’.

Minimum number of directors for a proprietary company

A proprietary company must have at least 1 director. That director must ordinarily reside in Australia.

(s201A(1) of the Corporations Act 2001)

Minimum number of secretaries for a proprietary company

A proprietary company is not required to have a secretary but, if it does have 1 or more secretaries, at least 1 of them must ordinarily reside in Australia.

Public companies

A public company can generally be identified by the company name ending with the word ‘limited’ or the abbreviation ‘ltd’ (without the word ‘proprietary’ or abbreviation ‘pty’).

Minimum number of directors for a public company

A public company must have at least 3 directors (not counting alternate directors). At least 2 directors must ordinarily reside in Australia.  (s201A(2) of the Corporations Act 2001)

Minimum number of secretaries for a public company

A public company must have at least 1 secretary. At least 1 of them must ordinarily reside in Australia.

Source: ASIC – Minimum Officeholders

In addition, all Australian operating or trading companies are required to have a Public Officer representative registered with the ATO.

Company Directors in Australia must be natural persons, must be at least 18 years of age and must not be an undischarged bankrupt, be subject to a personal insolvency agreement or have committed certain criminal offences.

A number of Australian companies offer Resident Directorship services, usually in conjunction with the provision of a Registered Office address.

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Specialist Contributor:   Chris Warrick, Beachhead Management

Chris is a specialist in establishing and growing companies through all stages of the corporate life cycle; he has direct experience of sourcing capital, working with founders and other stakeholders, building & motivating teams, moving companies to the next level and, ultimately, achieving a timely and profitable exit.  Beachhead Management assists inward investing SME companies from all over the world establish and grow their operating presence in Australasia.  More information.

 

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