June 11, 2019

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What does ordinarily resides in Australia mean for Australian company registration?

Updated: 28 March 2022

When registering a company in Australia, you must have at least one director that ordinarily resides in Australia. This is a legal requirement under the Corporations Act 2001 (Cth). As long as one director lives in Australia, other directors can live overseas.

Ordinarily resides meaning 

Unfortunately, the Corporations Act does not define the meaning of ordinarily resides, so you can look at the Australian Tax Office (ATO) residency test. This will give you an idea of the general meaning of what ordinarily resides means. It will also help you understand how tax will apply to you. 

The following are the factors the ATO uses to determine Australian residency:

  • Your ties to Australia; for example, work, home and family.
  • How your actions or behaviour states your intentions; for example, setting up an Australian bank account, leasing a property for 12 months or more.
  • The location and maintenance of your assets; for example, buying or leasing a property and/or a vehicle.
  • Social and living arrangements; for example, joining a community club, playing competition sport in a local competition.
  • You can reside in more than one country.

For more information about setting up an Australian company as an international entrepreneur, see my article Tips for overseas entrepreneurs setting up an Australian company.

Other options

When you are a sole company director and plan to be overseas for a length of time, consider adding another company director that resides in Australia.

If you do not know anyone suitable, you can use resident director services to fill the role. You will pay a fee for the service but you will have a company director that is eligible as someone who ordinarily resides in Australia.

Good luck in setting up your company in Australia. I wish you every success.

About the author 

Vivian Michael

As founder and lawyer at Michael Law Group, Vivian advises Australia's top entrepreneurs on business and employment matters. Clients benefit from Vivian's commercially focussed and pragmatic legal advice, business experience, and commitment to deliver the best quality business legal services to her clients.

  • G’day Vivian,
    Thank you for this article! It was exactly what I was looking for. I had tracked down the Corporations Act 2001 and come up empty handed when searching for a definition of ‘ordinarily resides’. I had asked ASIC a very specific question about the definition but they just quoted the sections from the Act.

    We (my wife and I) have an Australian business (IT consultancy) under a trust structure. We are both Australians. We had asked ASIC how long can we holiday (in NZ, we were planning on a year) before we would have to appoint a director that lives in Australia.

    I am satisfied now that we are covered by ‘ordinarily resides’ in our circumstances.

    Thank you again for your article.

    Kind regards

    Rod Anderson

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