Australia — governance guide
A practitioner reference for Australia, generated from the GovernOS rules engine. Always current with the jurisdiction packs.
At a glance
Regulators & portals
Australian Securities and Investments Commission (ASIC)
Company registry · API filing
Entity types
Proprietary Limited Company (Pty Ltd)
min 1 director(s)
Public Company Limited by Shares (Ltd)
min 3 director(s) · secretary required · can be public
How to — common actions & what each requires
Add director
shareholders (50%)
Resolution — Appointment of Director; Consent to Act as Director
ASIC-Form-484 (due T+28d)
Corporations Act 2001 (Cth), ss.201G, 205B
File annual return
board (50%)
Directors Solvency Resolution
ASIC-Annual-Review (due T+0d)
Corporations Act 2001 (Cth), s.347A
Remove director
shareholders (50%)
Resolution — Removal of Director
ASIC-Form-484 (due T+28d)
Corporations Act 2001 (Cth), ss.203C, 203D, 205B
Appoint officer
board (50%)
Board Resolution — Appointment of Officer; Consent to Act as Officer / Secretary
ASIC-Form-484 (due T+28d)
Corporations Act 2001 (Cth), ss.204A, 204D, 205B
Issue shares
board (50%), shareholders (50%)
Board Resolution — Issue of Shares; Share Certificate
ASIC-Form-484 (due T+28d)
Corporations Act 2001 (Cth), ss.254A, 254X
Transfer shares
board (50%)
Share Transfer Form; Share Certificate (transferee)
none
Corporations Act 2001 (Cth), ss.1071B, 1072F
Create ESOP
board (50%), shareholders (50%)
Employee Share / Option Plan Rules; Board Resolution — Adoption of Employee Share Scheme
none
Corporations Act 2001 (Cth), Part 7.12 Div 1A (employee share schemes)
Grant options
board (50%)
Option Grant Agreement
ASIC-Form-484 (due T+28d)
Corporations Act 2001 (Cth), ss.170, Part 7.12 Div 1A
Approve financing
board (50%), shareholders special (75%)
Board Resolution — Approval of Financing Round; Special Resolution — New Share Class & Allotment; Subscription Agreement
ASIC-Form-2205 (due T+14d)
Corporations Act 2001 (Cth), ss.246B, 254A, 254X
Approve dividend
board (50%)
Board Resolution — Declaration of Dividend
none
Corporations Act 2001 (Cth), ss.254T, 254U
Create subsidiary
board (50%)
Board Resolution — Incorporation of Subsidiary
ASIC-Form-201 (due T+0d)
Corporations Act 2001 (Cth), s.117
Amend constitution
shareholders special (75%)
Special Resolution — Modification of Constitution
ASIC-Form-205 (due T+14d)
Corporations Act 2001 (Cth), ss.136, 137
Change company name
shareholders special (75%)
Special Resolution — Change of Company Name
ASIC-Form-205 (due T+14d)
Corporations Act 2001 (Cth), ss.157, 136
File beneficial ownership
—
Register of Members — Beneficial Ownership Extract
ASIC-Form-484 (due T+28d)
Corporations Act 2001 (Cth), ss.169, 672A (tracing of beneficial ownership)
Approve audit / accounts
board (50%), shareholders (50%)
Directors Declaration & Approval of Financial Report; Resolution — Appointment of Auditor
none
Corporations Act 2001 (Cth), ss.295, 327A (audit & financial reports)
Reference only — not legal advice. Rule packs are directionally accurate and being legally validated per jurisdiction.