How to appoint or remove a company director in Australia

To appoint a director of an Australian Pty Ltd, you need three things in place first: the person's signed consent to act, proof that they have applied for a Director ID, and a valid resolution under the company's constitution or the replaceable rules. Then you notify ASIC on Form 484 within 28 days. Removal runs the same way in reverse, with one hard limit: the company can never be left with no director at all, and a Pty Ltd must always keep at least one director who ordinarily lives in Australia.

Before anyone is appointed

Check they can legally act

Under the Corporations Act, only an individual aged at least 18 can be a director (s201B). ASIC explains who is disqualified: anyone currently bankrupt or under a personal insolvency agreement, anyone convicted of certain offences (such as fraud or dishonesty), until five years after the conviction or release from prison, and anyone ASIC or a court has disqualified. A disqualified person can be appointed only with ASIC's permission or the court's leave.

Get a signed consent, and keep it

Section 201D requires the person to give the company a signed consent to act before the appointment. The company must keep it, and missing it is a strict liability offence. Keep the original with the minute book. Several banks and auditors ask to see it.

Confirm the Director ID application

ASIC's officeholder change page repeats the rule: someone becoming a director must have applied for a Director ID before they are appointed. For an overseas appointee this can add weeks. See Director ID for foreign directors.

Collect the details ASIC needs

The person must give the company the information for the ASIC notice within 7 days of appointment (s205C). Form 484 asks for:

• full name and any former names
• date and place of birth
• usual residential address (it goes on the public register)
• the date of appointment.

For an existing company, check the tax position

A new director can inherit personal exposure to the company's old tax debts. The ATO says a new director is not liable for director penalties that fell due before the appointment, as long as within 30 days of appointment the company pays the debt, appoints an administrator or small business restructuring practitioner, or is wound up. Resigning inside that 30-day window does not clear the exposure. Any experienced director will ask for the BAS, PAYG withholding and super position before signing a consent. See director penalty notices.

Which resolution appoints the director

How a director is appointed depends on the company's constitution. If it has none, or it adopts them, the replaceable rules apply:

The two-month confirmation rule catches a lot of foreign-owned companies. The local board appoints a replacement director, everyone moves on, and nobody gets the parent to sign the confirming members' resolution. Two months later the appointment has lapsed, and the company may once again be without a resident director without anyone noticing. The simple fix is to have the parent sign the s201G members' resolution in the first place, or to diarise the confirmation on the day of appointment.

Many constitutions change these rules, for example by giving a parent company a direct right to appoint and remove directors by written notice. Read the constitution first. See company constitutions.

Notifying ASIC

Section 205B requires the company to lodge notice of a new director's details within 28 days of the appointment, and notice of a director ceasing within 28 days of the cessation. In practice both are done on Form 484 Change to company details:

1. Log in to ASIC's company officeholder portal. You need online access and the company's corporate key, which is printed at the top right of the latest annual statement.
2. Choose "Change to company details (484)", then "Appoint or cease officeholder".
3. To add someone, select "Appoint a new officeholder" and enter their details. To remove someone, select "Cease" next to their name and enter the date they resigned or retired.
4. Review, accept the declaration, submit.

A registered ASIC agent can lodge through the agent portal instead. Under ASIC's Form 484 page there is no fee for a change lodged on time. Lodge late and the company pays $102 (up to one month late) or $428 (more than one month late).

You cannot use the portal to add or remove yourself. Another officeholder has to do it, or a departing director can lodge Form 370 directly (see director resignation).

Removing a director

Removal by the members of a Pty Ltd

Under the replaceable rule in s203C, a proprietary company may remove a director by members' resolution and appoint someone else in their place. There is no statutory notice period for a Pty Ltd, unlike public companies. Check the constitution and any shareholders' agreement, which may add procedural steps or compensation terms.

Two hard limits apply:

• The last director can't be removed. Under s203CA a members' resolution to remove a director is void if, at the end of the day it takes effect, the company would have no director (unless the company is being wound up).
• Removing the resident director breaches s201A. If the only director who ordinarily lives in Australia goes, the company is out of compliance from that day. Line up the replacement and pass both resolutions together.

Public companies are different

A public company can remove a director by members' resolution (s203D), but notice of intention must generally be given at least 2 months before the meeting, and the director can put their case to members. The other directors cannot remove a director of a public company (s203E). Most foreign-owned subsidiaries are Pty Ltd companies, so this rarely applies.

Get the cessation date right

For directors leaving the company, timing on the register matters. If ASIC is told within 28 days, it records the actual date the director ceased. If it is told later, ASIC records the date of lodgement instead (s203AA). That leaves the former director on the public record, and exposed, for longer than they should be.

To fix a late notification, ASIC's cessation date page gives two routes:

• Within 56 days of the real cessation date: apply to ASIC on Form 502, by post, with the fee (currently $52).
• After 56 days: apply to court, generally within 12 months, then lodge the order with ASIC using Form 105 within 2 business days.

If the date was simply keyed in wrongly, a Form 492 correction is the right tool instead.

A clean appointment checklist

• [ ] Constitution checked: who can appoint, and are there special rights for the parent?
• [ ] Eligibility checked: age, not disqualified, and if they will be the resident director, that they ordinarily reside in Australia (who can be a resident director)
• [ ] Director ID applied for (number sighted if possible)
• [ ] Signed consent received and filed
• [ ] Tax, super and solvency position disclosed to the incoming director
• [ ] Deed of access, indemnity and insurance signed, D&O cover confirmed
• [ ] Appointing resolution signed (or, if appointed by directors, confirmation diarised within 2 months)
• [ ] Form 484 lodged within 28 days, and the register of officeholders updated

If you are replacing a resident director who is leaving, the order of events matters even more. See replacing a resident director. Our Resident Director + Compliance package handles officeholder changes as part of the fixed annual fee.

General information current at 27 October 2026. It isn't legal or tax advice, so check your constitution and speak with your adviser before you act.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.