Resident director for an Australian holding company with overseas owners

An Australian holding company owned from overseas needs an Australian-resident director just as a trading company does. Section 201A of the Corporations Act applies to every proprietary company for its whole life, and there is no "dormant" exemption. What changes is the workload: fewer decisions, but each one, such as a guarantee, a dividend, a share transfer or a solvency resolution, carries more weight. This page covers what a foreign-owned holding company actually has to do each year in Australia.

The holding structures we usually see

• Australian group HoldCo. It sits between the overseas parent and one or more Australian operating companies, often to centralise ownership or financing.
• Acquisition vehicle (BidCo or HoldCo). It is formed to buy an Australian business and then holds the target's shares. If the purchase needs foreign investment approval, conditions may attach. See FIRB basics.
• Asset or IP holding company. It owns trademarks, property or investments and licenses or leases them to group companies. Property-owning vehicles have extra issues, covered under property and real estate.
• Legacy shell. A company that once traded and now just holds a bank balance or an investment. It's often the one whose annual review gets forgotten.

Obligations that don't shrink with activity

Gotcha: the special purpose fee isn't for holding companies. ASIC charges a lower review fee, A$70 for a proprietary company, to "special purpose companies". ASIC's special purpose companies page limits that category to superannuation trustee companies, home unit companies and not-for-profit companies whose constitutions meet the review fee regulations. An investment or group holding company doesn't qualify, however passive it is.

The solvency resolution is a real judgement. Directors resolve whether there are reasonable grounds to believe the company will be able to pay its debts as and when they become due and payable. Paying the review fee without lodging a negative resolution is itself taken as a representation that the company is solvent (s347C). For a holding company, that usually turns on intercompany balances and guarantees. Where a HoldCo has little cash and owes the parent a large loan, a careful resident director will ask for written parent support, such as a letter of support, before signing. Your accountant and lawyer confirm what is enough for your facts.

Group size: the holding company counts its subsidiaries

Whether a proprietary company is "large" depends on consolidated figures for the company and the entities it controls (s45A). Under ASIC's current thresholds, a company is large if it meets two of three tests: consolidated revenue of A$50 million or more, consolidated gross assets of A$25 million or more, or 100 or more employees (ASIC).

A holding company with no revenue of its own can therefore be a large proprietary company because of its operating subsidiaries, with audited financial reports to lodge. Relief available to small foreign-controlled companies is lost where the Australian group would not be small. Ask your accountant to run the size test for the group each year. Our financial reporting guide has the detail on Form 384 relief.

Tax points to raise with your accountant

We don't give tax advice, but these points come up repeatedly with holding companies:

• Lodgement. The ATO's 2026 instructions require a company tax return where the company derived assessable income, and also where it carries forward losses of more than A$1,000, even with no income that year (ATO).
• Rate. The 25% company rate applies only to a base rate entity, which needs aggregated turnover under A$50 million and 80% or less of assessable income from base rate entity passive income. The ATO lists dividends and franking credits, interest, rent, royalties and net capital gains as passive (ATO). A pure holding company can easily fail the passive test and pay the 30% rate. Ask about your position.
• ABN. A Corporations Act company is entitled to an ABN whether or not it trades (ABR). Whether it needs one, and GST registration, depends on what it does.

How the board works when not much happens

A holding company board may meet only a few times a year, but the decisions that do come up are significant:

• Guarantees and security for subsidiaries' bank facilities;
• Dividends received from subsidiaries and paid up to the overseas parent;
• Share transfers and restructures, which also trigger ASIC notices;
• Intercompany loans, which affect the solvency resolution;
• Acting for the group. If the holding company is itself a wholly owned subsidiary, s187 lets its directors act in the overseas parent's interests only if the constitution expressly allows it and the company stays solvent.

Our decision protocol treats new borrowing, guarantees, asset transfers and related-party transactions as escalation items: they are documented and discussed before the director signs. That keeps the director's position defensible, and for a holding company these items make up most of the board's agenda.

Winding down a holding company you no longer need

If the holding company has no assets, no liabilities and no ongoing purpose, voluntary deregistration on Form 6010 costs A$52. A company that has stopped being useful costs A$342 a year in review fees alone, plus a director and an accountant, so close it deliberately rather than let ASIC strike it off. See closing a company in Australia.

Our package for holding companies

Our Resident Director package, at A$3,400 a year ex GST, is designed for holding and low-activity companies that have their own accountant. It covers an Australian-resident director with a Director ID, up to 6 routine resolutions or signings a year, the annual solvency resolution and an ASIC review reminder. Groups with several Australian entities usually prefer the higher packages, which add a registered office, a managed calendar and related-entity cover. Compare the packages on /pricing.

General information only, current at 27 October 2026, not legal, tax or financial advice. Your accountant should confirm your company's reporting and tax position.

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.