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(b) Yes, only three directors are required.

The Corporations Act contains many provisions that apply specifically to public companies. A few examples are sufficient to illustrate the point:

  • Public companies must have at least three directors; proprietary companies need have only one. Directors of public companies must disclose their qualifications, their record of attendance at company meetings, what shares they have in the company, and what contracts they have with the company.
  • Public companies must have a secretary.
  • Public companies must hold annual general meetings of their members.
  • In public companies, resolutions must be passed by a majority at general meetings, whereas, in proprietary companies, it is sufficient that all shareholders assent in writing to the resolution, and no actual meeting needs to be held.
  • Public companies must appoint an auditor, and the auditor of a public company may not resign without the permission of ASIC.
  • All public companies must lodge financial reports with ASIC, whereas only large proprietary companies need do this (ie where the gross operating revenue for the financial year exceeds $25 million; or the gross assets of the company at the end of the financial year exceed $12.5 million; or when the number of employees at the end of the financial year exceeds fifty).