Directors

The company, being a proprietary company, need only have a single director - section 201A(1) of the Corporations Act 2001.

At least of one of the company's directors must ordinarily reside in Australia - section 201A(1) of the Corporations Act 2001.

There is no upper limit on the number of directors the company may have. However, for practical reasons, Incorporator will only cater for up to 15 directors.

A director may also be the sole company secretary (if there is to be a company secretary) or merely be one of the company's secretaries (if there is to be more than one company secretary).

A director may also be the company's sole member/shareholder or also be merely one of the company's members/shareholders.

A director must:

  • be a natural person; he/she cannot be, for example, a company, a trust, a partnership, or a club - sections 201B(1) and 117(2)(d) of the Corporations Act 2001;

  • be at least 18 years old - section 201B(1) of the Corporations Act 2001;

  • not be an undischarged bankrupt or subject to a deed of arrangement or a composition with creditors - sections 201B(2), 206B(3), & 206B(4) of the Corporations Act 2001;

  • not have been convicted of any of certain types of offences - see sections 201B(2) and 206B(1) of the Corporations Act 2001.
The directors are the persons who will be responsible for managing the business and affairs of the company and for ensuring, along with the company secretary(s) in some cases, that the company complies with the Corporations Act 2001.

Subject to being removed by the members/shareholders, the directors will control the company.

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