The resident director rule
s201A Corporations Act 2001
A proprietary company must have at least one director, and at least one of its directors must ordinarily reside in Australia. A public company must have at least three directors, at least two of whom ordinarily reside in Australia. The rule applies from registration onwards, so a company whose only resident director resigns or moves overseas is in breach until a replacement is appointed.
How we comply: your director lives in Australia and confirms their residence in writing. When an engagement ends we give notice, help you appoint a replacement and lodge the change. Directors can resign at any time (s203A); where solvency or governance requires it, our director may resign before a replacement is found.
Director identification numbers
s1272C Corporations Act
Every director of an Australian company must hold a Director ID, a unique identifier issued after the person verifies their identity with the Australian Business Registry Services. New directors must hold one before they are appointed.
How we comply: your director holds a Director ID, which we sight and record against each engagement.
Consent and notification
s201D, s205B
A person must give the company a signed consent to act before they are appointed as a director. The company must then notify ASIC of the appointment within 28 days, along with the director's personal details. Late notification attracts ASIC late fees and leaves the public register wrong.
How we comply: the signed consent is on file before appointment, and we prepare and lodge the ASIC notification the same day where possible.
The annual review and solvency resolution
s345A, s347A
Each company has an annual review date, usually the anniversary of its registration, and ASIC issues an annual statement on that date. The company must check its details and pay the review fee. Within two months of the review date the directors must pass a solvency resolution confirming there are reasonable grounds to believe the company can pay its debts as and when they fall due, unless the company lodges a negative statement. The resolution is not required if the company has lodged a financial report with ASIC in the previous 12 months, which is common for foreign-controlled companies that report to ASIC.
How we comply: your calendar tracks the review date, the paperwork is prepared well before the review date, and where a solvency resolution is required, it is drafted for your director to sign only after they have reviewed current financial information.
Directors' duties and personal liability
s180 to s184, s588G
Directors must act with care and diligence, in good faith in the company's best interests, and must not misuse their position or information. They can be personally liable if the company trades while insolvent. Under tax law, directors can also become personally liable for unpaid PAYG withholding, GST and superannuation guarantee through Director Penalty Notices issued by the ATO.
How we comply: our compliance packages include daily automated checks of public records (ASIC, insolvency and court notices, sanctions lists) so issues are raised early, privately and with a clear remediation plan. These are not a solvency assessment: the director's solvency resolution relies on current financial information from your team. The deed sets out what information the director receives and how they are indemnified, and D&O cover is confirmed before appointment.
Identity, ownership and sanctions checks
AML/CTF Act 2006
Australia's anti-money laundering and counter-terrorism financing reforms extend to businesses that act as, or arrange for someone to act as, a director of a company for a customer. Whatever the regulatory position, a director should know exactly who they are working for.
What we do: our onboarding includes identity, beneficial-ownership and sanctions checks. We verify every beneficial owner and officeholder before appointment, screen against sanctions and politically exposed person lists, record the outcome, and repeat the checks at each renewal and whenever you tell us that ownership or control has changed.
Registered office and records
s142, s168, s251A, s198F, s290
An Australian company must have a registered office in Australia where documents can be served, and must keep a register of members and record minutes of directors' meetings and resolutions within one month. Directors, and former directors for seven years after leaving, are entitled to access the company's books.
How we comply: higher packages include a registered office address and company secretarial service, and every package keeps minutes and resolutions in your portal, available to you and your director at any time.
Privacy and communication
Privacy Act 1988, Spam Act 2003
We collect only the personal information needed to verify identity, appoint a director and keep the company compliant. We store it securely, use it only for the engagement, and keep it for as long as Australian law requires.
How we comply: we do not send commercial messages you did not ask for. Every message is either something you asked for or your engagement needs (replies, invoices by email if you chose that, the compliance reminders you switched on at onboarding), or has been reviewed and approved by our CEO, and the system records which.
This page is a general summary of Australian law as it applies to resident directors. It is not legal or tax advice for your circumstances. Your own adviser should confirm how these rules apply to your structure.