Minimum officeholders

This is Information Sheet 49 (INFO 49).

A company needs to have a minimum number of directors and secretaries.

Proprietary companies

A proprietary company must have at least one director. That director must live in Australia.

If the company has crowd-sourced funded shareholders, it must have at least two directors. A majority of these directors must live in Australia.

A proprietary company is not required to have a secretary. If it does, they must live in Australia.

Public companies

A public company must have at least three directors (not counting alternate directors). At least two of the directors must live in Australia.

A public company must also have at least one secretary. They must live in Australia.

What happens if a company does not have enough officers?

If a company does not have enough officers, it will be in breach of the Corporations Act 2001. This could result in the company paying penalties or being prosecuted for not meeting its obligations.

New officeholders must be appointed as soon as possible.

The consequences of this can be:

  • ASIC can serve a Penalty Notice on the company requiring the company to pay a penalty of $313.
  • The company may also be prosecuted for failing in its statutory obligation to have the minimum number of officeholders.

Alternate directors

A company director can appoint someone else to act as an 'alternate director' for a set period of time. This can include some or all of the powers that a director would have. They can also act as the alternate for more than one director.

Related links

Crowd-sourced funding

Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.

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Last updated: 30/06/2023 02:00