Small business-minimum officeholders

A company must have a minimum number of directors and secretaries.

Proprietary companies generally have a name ending with the words ‘proprietary limited’ or ‘Pty Ltd’. This type of company must have at least one director who ordinarily resides in Australia.

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

A public company generally has a name ending with the word ‘limited’ or ‘Ltd’ and must have at least three directors (not counting alternate directors), two of whom must ordinarily reside in Australia.

Unlike a proprietary company, public companies must have at least one secretary who ordinarily resides in Australia.

A company must operate with the required number of officeholders at all times. Companies who fail to operate with the required number of officeholders may be issued with a penalty notice requiring the payment of a fine and/or face prosecution.

More about this topic

Members of a company

Starting a company

Australian company numbers

Are you allowed to operate a business?

Corporate key

Registering a business name

What is a company?

Appointing alternate directors

Shares and the share register

More information on the ASIC website

Minimum officeholders - INFO 49

More about small business

Small business home

Starting a small business

Compliance for small business

Closing a small business

Resources

Levelling the playing field for small business

Levelling Playing Field 

ASIC, the ATO, Fair Work Ombudsman, ACCC,  and the Australian Small Business and Family Enterprise Ombudsman discuss what they are doing to help small businesses compete on a level playing field.

Watch the webinar video

Read the transcript


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Last updated: 04/11/2013 12:00