What are the rules for a director in a public company limited by guarantee? Can they be paid?

A public company must have three directors, with at least two ordinarily residing in Australia.

  • Directors may be on rotation (where, every 2, 3 or 4 years, a director must retire and offer himself/herself for re-election). Alternatively, at your option, a director can be appointed on a permanent basis until resignation, death, removal, bankruptcy, etc. This should be set out in the constitution.

Note that a director can receive director’s fees that are paid on a reasonable basis. A director is entitled to be paid for any services rendered in a professional or technical capacity. Fees cannot be paid to directors where the company has a section 150 certificate which permits the company to omit legal elements (eg Limited) from its name.