Can a foreign citizen be a director of an Australian company?
Yes. There is no requirement that a director of an Australian company be an Australian citizen. A foreign citizen can be appointed as a director provided the company still meets the minimum residency requirements: at least one director of a proprietary company must ordinarily reside in Australia, and at least two directors of a public company must do so.
A foreign citizen who is based overseas can be appointed as an additional director alongside a resident director. However, they must still obtain a Director Identification Number (DIN) before their appointment. The DIN application process requires identity verification through myID (formerly myGovID), which may present practical challenges for individuals who do not have Australian identity documents.
Foreign directors have exactly the same legal duties and obligations as Australian-resident directors under the Corporations Act 2001. They are personally liable for breaches of director duties regardless of where they are located. This includes the duty of care and diligence, the duty to prevent insolvent trading, and obligations relating to the company’s tax affairs.
If a company needs a director who ordinarily resides in Australia but the beneficial owners are all based overseas, a nominee director can be appointed. A nominee director is a qualified professional who acts as a director to meet the residency requirement. A nominee director is a full legal director with all the associated duties and liabilities. It is not a passive or ceremonial role.
CoSec Partners provides nominee director services for companies that require an Australian-resident director. Our nominee directors are experienced professionals who understand their legal obligations. Insurance arrangements, including any D&O cover, are agreed for each engagement.
Frequently asked questions
Can an Australian company have only foreign directors?
No. A proprietary company must always have at least one director who ordinarily resides in Australia, and a public company at least two. Additional directors may all be based overseas, but the residency minimum has to be satisfied at all times.
How does a non-resident director get a Director ID?
Usually through the paper application to the Australian Business Registry Services, because myID (formerly myGovID) requires Australian-issued identity documents. The paper route needs certified copies of a passport and a second photo identity document, plus evidence of residential address, certified by a person whose qualification Australia recognises. Allow six to eight weeks.
Is a nominee director a passive role?
No. A nominee director is a full legal director with every duty that attaches to the office, including the duty of care and diligence and the duty to prevent insolvent trading. Any provider describing the role as ceremonial or as a paper appointment is describing something the Corporations Act does not recognise.
This article is general information only and does not constitute legal, financial, or tax advice. While we endeavour to keep content accurate and current, laws and regulations change frequently. For advice specific to your circumstances, please consult a qualified professional adviser. CoSec Partners Pty Ltd accepts no liability for actions taken based on this content.