How the checker works
Answer four questions about your company. The checker applies the rules in the Corporations Act 2001 to your answers and tells you what is missing, with the section of the Act next to each finding. Nothing you type leaves your browser.
The rules it applies:
| Entity | Minimum directors | Must ordinarily live in Australia | Secretary |
|---|---|---|---|
| Proprietary company (Pty Ltd) | 1 | at least 1 director (s201A(1)) | optional; if appointed, at least 1 lives in Australia (s204A(1)) |
| Public company (Ltd) | 3 | at least 2 directors (s201A(2)) | at least 1, and at least 1 lives in Australia (s204A(2)) |
| Registered foreign company (branch) | set by home country | no resident director rule; a local agent is required (s601CF) | not applicable |
Every director, wherever they live, needs a Director ID before appointment (s1272C). A company secretary who is not a director does not.
What "ordinarily resides" means
The Act does not define it. It is a question of fact about where a person's settled home is. Someone who lives and works in Australia and returns here after travel usually qualifies. Someone who holds an Australian visa or keeps an Australian address but lives abroad may not. If a director splits time between countries, ask your adviser before relying on them as the resident director.
If the checker says you need a resident director
You have three realistic options: appoint someone already in Australia whom you trust (an employee or adviser who accepts the personal duties and liabilities of a director), relocate a director, or engage a professional resident director. The cost calculator compares them with your own figures. Our setup timeline shows how long each step takes for a new subsidiary.
Whoever you appoint, they must sign a consent to act before appointment, hold a Director ID, and be notified to ASIC within 28 days (s201D, s205B). They take on the same duties as every other director, including the duty to prevent insolvent trading and personal exposure to director penalty notices for unpaid PAYG withholding, GST and superannuation.
When you are ready, start onboarding and we will confirm the right package for your company.
Frequently asked questions
Can all the directors of an Australian Pty Ltd live overseas?
No. Section 201A of the Corporations Act requires every proprietary company to have at least one director who ordinarily lives in Australia. The other directors can live anywhere.
Does the resident director rule only apply when the company is registered?
No. It applies for as long as the company exists. If the only resident director resigns or moves overseas, the company is in breach until a replacement is appointed.
Does a company secretary need to live in Australia?
A proprietary company does not need a secretary. If it has one, at least one secretary must ordinarily live in Australia (s204A). A public company must have at least one secretary who lives in Australia.
Do overseas directors need a Director ID?
Yes. Every director of an Australian company needs a Director ID before they are appointed, wherever they live. Directors without Australian identity documents apply on a paper form, which ABRS says can take up to 56 business days.
We are a foreign company with an Australian branch. Do we need a resident director?
A registered foreign company operating through a branch needs a local agent under s601CF rather than a resident director. An Australian subsidiary set up as a Pty Ltd does need a resident director.
Official sources
- Corporations Act 2001 (Cth), s201A, s204A, s601CF, s1272C legislation.gov.au
- ABRS: who needs a director ID and when abrs.gov.au
- ASIC: fees for commonly lodged documents (28-day change notices) asic.gov.au
Checked against these sources on . Fees, thresholds and forms change: confirm with the source before you lodge.
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.