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

Last updated: 04/11/2013 12:00