Your resident director is leaving: replacing them, step by step

If your company's only Australian-resident director has left, or is about to, the company breaches s201A of the Corporations Act from the day they go. Every Pty Ltd must have at least one director who ordinarily resides in Australia. Treat it as urgent: confirm where things stand on the ASIC register, secure your access to the company's records, then appoint a replacement by members' resolution and lodge both changes with ASIC within 28 days. The order below avoids the most common mistakes.

This page is for the company and its owners. If you are the director who is leaving, read director resignation.

First, work out which situation you are in

The move-overseas case catches people out. A local manager who agreed to be the resident director takes a role in the parent's head office. Nobody lodges anything, and the company drifts into breach. See who can be a resident director for the residency test.

The order of operations

1. Pull a current ASIC company extract

Check who ASIC shows as directors, the registered office and principal place of business, and whether a cessation has already been lodged. The date matters. Under s203AA, if ASIC isn't told within 28 days, it records the lodgement date as the resignation date.

2. Secure the keys

Before relations cool, make sure the company, not the departing director, controls:

• the corporate key and ASIC officeholder portal access
• the registered office. If it was at the departing director's address, arrange a new one and lodge the change within 28 days.
• the statutory registers, minute book, signed director consents and past resolutions
• bank mandates and online banking authorities
• ATO online access, and the public officer role if the departing director held it.

ASIC only lets a current officeholder lodge changes through the portal, so at least one remaining director needs working access.

3. Get the company ready for due diligence

Any professional resident director will look hard at the company before consenting, because the role carries personal risk. Have these ready:

• the latest financial statements and current management accounts
• BAS, PAYG withholding and super lodgement and payment status
• the group structure and identity documents for owners and controllers
• the constitution, and any shareholders' agreement.

Give the tax position the most attention. The ATO says a new director can be personally liable for unpaid PAYG withholding, GST or super guarantee charge that fell due before their appointment, unless within 30 days the company pays it, appoints an administrator or restructuring practitioner, or is wound up. Expect a replacement to want arrears cleared, or a payment plan agreed, first. See director penalty notices.

4. Confirm the incoming director's paperwork

They must have applied for a Director ID, give a signed consent to act, and give you their personal details for the ASIC notice. A director who already lives in Australia can usually apply online, so this step is quick. Sign the deed of access, indemnity and insurance at the same time, and confirm D&O cover.

5. Appoint by members' resolution

Have the shareholders (for a subsidiary, usually the parent alone) sign a resolution appointing the new director under s201G, or under the constitution if it sets a different method. Avoid relying on the remaining overseas directors to appoint under s201H. In a Pty Ltd, a board appointment lapses after 2 months unless the members confirm it.

6. Lodge with ASIC within 28 days

One Form 484 can record both changes: the new appointment and, if not already lodged, the departing director's cessation. Lodged on time, it costs nothing. Late, it attracts a $102 or $428 late fee. The full mechanics are in appoint or remove a director.

7. Update everyone else

• ABN record. The ABR requires details, including associates, to be updated within 28 days of becoming aware of a change.
• Bank. Add or remove signatories, and expect the bank to identify the new director.
• Insurers, auditor, landlord and key counterparties that rely on the board's composition.
• Internal records. Update the register of directors and file the consent.

Get the timing right if the departure is planned

If your director gives notice, the cleanest outcome is that the replacement is appointed on or before the day the departing director's resignation takes effect, so the company is never without a resident director. Ask the departing director to date their resignation to match. A professional provider should coordinate this handover with you. Ours does.

Mistakes to avoid

• Appointing another overseas director "for now". It doesn't fix s201A.
• Letting the departing director keep the corporate key. You may need it the same week.
• Forgetting the confirmation resolution after a board appointment, and losing the new director at the two-month mark.
• Hiding a tax problem. It will surface in due diligence, and it is better dealt with before appointment than after.
• Ignoring ASIC mail at an old registered office. Annual statements and fee notices go there, and an unanswered ASIC letter is how deregistration trouble often starts. See ASIC deregistration rescue.

How we step in

Replacing a departing resident director is one of the most common reasons companies contact us. Once identity checks are complete, we aim to appoint and lodge within 5 business days, with an express option of 2 business days for A$350. Before appointment, we review the company's tax and compliance position, because a new director takes on certain existing liabilities. If you're comparing providers, our guide to choosing a resident director service lists the questions to ask. When you're ready, start here.

General information only, current at 27 October 2026, and not legal or tax advice. Your constitution and circumstances may change the steps, so check them with your adviser.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.