Executive Summary: An Australian Pty Ltd remains an Australian tax resident permanently under section 6(1)(a) ITAA 1936, taxed at 25% or 30% on profits until deregistered. Section 201A requires one director ordinarily resident in Australia at all times. Three paths exist: keep it running (about $342/year ASIC fee), deregister via Form 6010 (assets under $1,000, roughly two months), or restructure. Companies get no 50% CGT discount. Sequence distributions and transfers before exiting residency.
Here’s the thing nobody tells you upfront. When you decide to move to Dubai, you cannot pack up an Australian Pty Ltd and carry it to Dubai. There’s no transfer button, no re-registration form, no “change of address” that turns an Australian company into a UAE company.
Once a company is incorporated in Australia, it’s an Australian tax resident forever, full stop, regardless of where you personally live, where the board meets, or where the laptop happens to be open. A lot of the general relocation content on this topic gets this exact point wrong, and it sends founders down expensive rabbit holes chasing a workaround that doesn’t exist.
So if you’re relocating to Dubai and you’ve got a Pty Ltd sitting behind you, the real question isn’t “how do I move it?” It’s “what do I do with it now?” There are three honest answers: keep it running properly, wind it down cleanly, or restructure so your business activity moves into a fresh Dubai entity while you decide what happens to the shell left behind.
This article walks through all three, plus the ASIC and ATO rules that make each one more complicated than the average relocation guide lets on.
The good news, before we get into the details: founders who plan this properly end up in a genuinely strong position, a clean Dubai base with 0% personal income tax, often paired with a US LLC for international invoicing, and no loose ends left behind in Australia.
It is very doable. It just has to be done in the right order, which is what most guides never explain. If you want to see how the Dubai side of that fits together first, our guide for Australians moving to Dubai covers the residency and company setup piece end to end.
The Short Version
An Australian incorporated company is an Australian tax resident permanently, by virtue of incorporation alone. Moving your management or your board overseas does not change this. That’s a different test that only applies to foreign incorporated companies, not yours.
Under section 201A of the Corporations Act, a proprietary company must have at least one director who ordinarily resides in Australia, at all times. This is a company law requirement, separate from tax residency, and it’s the rule most people mean when they ask about the “ASIC non-resident director rule.”
You’ve got three real paths: keep the Pty Ltd running with a compliant resident director, deregister it with ASIC once it’s genuinely wound down, or restructure so a new Dubai entity takes over the business while you deal with what’s left of the Australian company.
Whichever path you pick, the order matters. Decisions made while you’re still an Australian resident generally get better tax treatment than the same decisions made after you’ve left.
Why “Just Move the Company to Dubai” Isn’t a Real Option
Section 6(1)(a) of the Income Tax Assessment Act 1936 sets out the first test of company residency, and it’s blunt: a company incorporated in Australia is an Australian resident. That’s it.
No exceptions for where the directors live, no escape hatch for genuinely relocating the business, nothing. Your Pty Ltd is Australian for tax purposes until you formally deregister it with ASIC. The ATO sets this out plainly in its own guidance on working out your company’s residency.
Here’s where a lot of relocation content goes wrong, and it’s worth clearing up because it changes what you actually need to worry about. There’s a second test of company residency, the central management and control test, that gets a lot of attention online. But that test applies to companies incorporated outside Australia, to work out whether a foreign company has become an Australian tax resident because its decision-making happens here.
It has nothing to do with an Australian incorporated company trying to become a foreign tax resident by moving its management overseas. Your Pty Ltd doesn’t get to use that test in reverse. You can’t shift board meetings to Dubai and expect the ATO to treat the company as a non-resident.
Some of the guides on this exact topic conflate the two tests, or worse, apply individual residency tests (the kind that determine whether you personally are still an Australian tax resident) to the company itself, which is a completely different legal question with a completely different answer.
The practical upshot: your Pty Ltd keeps lodging Australian tax returns, keeps paying Australian company tax (25% for a base rate entity, 30% otherwise) on its profits, and keeps meeting its ASIC obligations for as long as it exists. There’s no shortcut around this. The only way the company stops being an Australian tax resident is if it’s deregistered.
If your personal tax residency is what you’re unsure about, that’s a separate question with its own rules, and we cover it in our guide to exiting the Australian tax system. This article is only about the company.
The ASIC Rule Nobody Explains Properly
Separate from all of the tax residency questions above, there’s a company law requirement that catches a lot of solo founders off guard. Under section 201A of the Corporations Act 2001, a proprietary company must have at least one director who “ordinarily resides in Australia,” continuously, for as long as the company exists. A public company needs at least two.
If you’re the sole director of your Pty Ltd and you move to Dubai permanently, you have a problem the moment you stop ordinarily residing in Australia. “Ordinarily resides” isn’t defined with a bright-line day count anywhere in the Act, and ASIC has never published a precise test for it.
It’s assessed on the facts, similar in spirit to how the ATO looks at an individual’s tax residency, but it’s a separate question administered by a separate regulator for a separate purpose. ASIC’s interest here isn’t about tax at all. It’s about making sure there’s someone locally accountable who can be served notices, chased for compliance, and held responsible if the company doesn’t meet its obligations.
A company is not permitted to operate without the required resident director for any period. If your resident director genuinely leaves, you must notify ASIC of the change within 28 days and appoint someone who qualifies, and this needs to be handled promptly rather than treated as a grace period to run the company directorless.
Your options are generally to keep a co-founder, family member, or trusted associate who still lives in Australia as a director, or to engage a professional resident director or registered agent service that specializes in exactly this situation. Either way, this is not something to leave until the week before your flight. Sort out who’s going to be your Australian resident director before you go, not after.
Your Three Real Options
Option 1: Keep It Running
If your Pty Ltd still has Australian clients, an Australian contract you can’t easily move, or you’re planning to eventually return, the simplest path is often to keep the company exactly as it is. You appoint or retain a compliant Australian resident director, you keep lodging annual returns and paying Australian company tax on whatever profit the company makes, and you run your new Dubai life and your new Dubai entity alongside it rather than instead of it.
This is the path with the least immediate friction, but it’s not free. You’re still paying 25 to 30% Australian company tax on the Pty Ltd’s profits, you’re still filing BAS and annual returns, you’re still exposed to Australian tax and regulatory scrutiny on whatever that entity does, and you’re still paying the ASIC annual review fee (around 342 dollars a year) simply to keep the company on the register.
For a lot of founders, keeping the Pty Ltd active only makes sense if it’s still doing something specific, holding an Australian contract, employing Australian staff, or owning an Australian asset, rather than sitting there out of inertia.
Option 2: Wind It Down
If the Pty Ltd has served its purpose and you’re building fresh in Dubai, voluntary deregistration is usually the cleanest exit. ASIC will only approve deregistration once all members agree, the company has stopped carrying on business, its assets are worth less than 1,000 dollars, it has no outstanding liabilities (including unpaid PAYG, GST, superannuation, or employee entitlements), and every ASIC fee owing has been paid.
You lodge Form 6010, pay the application fee, and once ASIC publishes the notice, deregistration generally takes effect about two months later. Worth knowing: if the company has assets above the 1,000-dollar threshold or any real complexity, you cannot simply deregister, and you may need a formal members’ voluntary liquidation instead, which is a bigger and more expensive process.
The part people underestimate is everything that has to happen before you can honestly tick those boxes. Any retained profits sitting in the company generally need to be distributed before deregistration, and how you distribute them matters.
Paying out retained profits as a franked dividend to yourself as a resident shareholder is a very different tax outcome to doing the same thing after you’ve become a non-resident, where dividend withholding tax and the loss of franking credit refundability change the maths.
Any shareholder loan account that hasn’t been properly documented or repaid can trigger Division 7A, which deems it an unfranked dividend and taxes it at your marginal rate with no offsetting franking credit. None of this is something to sort out from a Dubai apartment three months after you’ve left. It’s a “get your accountant involved before you book flights” job.
Option 3: Restructure
This is the path most relevant if you’re actually continuing the same business, just moving where it’s based. You set up a new Dubai entity, and the Pty Ltd’s contracts, IP, client relationships, and other assets get transferred or novated across to it.
What happens to the empty Pty Ltd afterward is up to you: some founders wind it down once everything of value has moved out, others keep it dormant for a while in case anything Australian still needs to run through it.
The tax trap here is one that’s easy to miss because it feels like your problem, when it’s actually the company’s. If the Pty Ltd sells or transfers assets, IP, or a client book to your new Dubai entity, that’s a CGT event for the company, taxed at the company’s own rate, and companies don’t get the 50% CGT discount that individuals and trusts can access.
A lot of founders assume the discount applies because they’ve heard about it in the context of selling a business personally. It doesn’t apply here if the entity making the transfer is the Pty Ltd itself. Getting the transfer priced and structured properly, at genuine arm’s length market value, with your accountant involved from the start, is what keeps this from turning into an expensive surprise at tax time.
There’s a second wrinkle worth flagging if the new Dubai entity is going to be controlled by you while you’re still an Australian tax resident, even briefly during the transition. Australia’s controlled foreign company rules under Part X of the Income Tax Assessment Act 1936 can attribute certain income of a foreign company back to an Australian resident controller.
Once you’ve genuinely become a non-resident yourself, this generally stops being your problem, because CFC attribution requires an Australian resident attributable taxpayer. But if there’s a period when you’re setting up the Dubai entity while still an Australian resident, or if other Australian resident shareholders are involved in the new entity, it’s worth having this checked rather than assuming it’s not an issue.
Not sure whether a Dubai free zone company, a mainland company, or a US LLC is the right home for the business you’re moving across? Our guide to Dubai company setup for foreigners walks through the options, and our Dubai free zone and US LLC dual structure guide covers the setup that a lot of consultants and agency owners end up choosing.
A Worked Example: The Solo Consultant Restructuring Before the Move
Say you run a marketing consultancy through your Pty Ltd, billing Australian and international clients, with retained profits of around 180,000 dollars sitting in the company and a handful of ongoing client contracts. You’re planning to relocate to Dubai and continue the same consulting work through a new free zone company.
Done well: before you leave, you novate your ongoing client contracts to the new Dubai entity with each client’s agreement, transfer any IP or brand assets at a properly documented market value, and pay out the retained profits as a fully franked dividend to yourself while you’re still an Australian resident shareholder, so you get full use of the franking credits rather than losing them to non-resident withholding tax.
You line up a trusted Australian resident co-director or a professional resident director service before you leave, so the Pty Ltd (if you’re keeping it dormant for a while) stays compliant with section 201A the entire time. If you’re deregistering it, you do that only once the company has genuinely stopped trading and has no liabilities left.
Done poorly: you move to Dubai first, keep running invoices through the old Pty Ltd out of habit, realise six months later that nobody in Australia technically qualifies as your resident director anymore, and get a compliance notice from ASIC.
Then you try to pay out the retained profits as a non-resident, losing the benefit of the franking credits, and discover that transferring your client contracts and IP to the new entity after the fact triggers a company-level CGT event you didn’t budget for, with no discount available to soften it. Same business, same relocation, a meaningfully worse outcome, purely because of sequencing and a missed compliance detail.
Where GenZone Fits Into This
We’re not your Australian accountant or your ASIC agent, and we won’t pretend to be. The Division 7A question, the CGT treatment of your asset transfer, and the resident director arrangement for your Pty Ltd are jobs for a registered tax agent and, if needed, a corporate compliance specialist back home.
What we handle is the other half of this move: getting your new Dubai structure built properly and timed so it actually supports the Australian wind down or restructure, instead of creating a mess your accountant then has to clean up.
The single most useful thing we do for founders in this exact position is sequence the Dubai build against the Australian exit. That means having your free zone or mainland company, your visa, and your banking ready at the point your accountant needs them, so contracts can be novated and profits distributed in the right order, while you are still a resident, rather than scrambling to stand up a new entity after you have already left and lost the good tax treatment.
That works because of genuine cross-border experience. A meaningful share of GenZone’s clients are founders doing precisely this, moving an existing consultancy, agency, or e-commerce business out of Australia, Canada, or the UK into a Dubai structure.
We are used to coordinating with your home-country accountant rather than working around them, so your new entity’s setup, timing, and structure align with what your Australian advisor needs on their end. Alongside that, the things founders tell us mattered once they were mid-move:
Transparent pricing, so you know the full cost of your free zone or mainland company, your visa, and your banking upfront rather than watching a quote grow after you have committed.
End-to-end delivery, with company formation, trade license, visa, Emirates ID, and bank account handled by one team, which matters most when you are trying to close an Australian entity and open a Dubai one on the same timeline.
Post-incorporation support, so the same team stays with you for corporate tax filings, VAT, and renewals rather than disappearing once the trade license is issued.
If you’re weighing up a Dubai company against a US LLC, or want both, since a Dubai residency base paired with a US LLC for USD invoicing and Stripe access is a common setup for consultants and agency owners serving international clients, the GenZone client portal gives you one place to track both structures instead of juggling separate emails and portals for each.
That dual structure advantage is worth discussing early, ideally before your Australian restructure is finalized, so your Dubai residency, your new entity, and your US banking access are built together rather than bolted on one at a time.
Frequently Asked Questions
Can I move my limited company to Dubai?
Not directly. An Australian incorporated company remains an Australian tax resident permanently under section 6(1)(a) of the Income Tax Assessment Act 1936, regardless of where you or your directors live. There’s no transfer process. Founders generally either keep the Australian company running, wind it down, or set up a fresh Dubai entity and migrate the business activity across.
What happens to my Pty Ltd if I don’t appoint a resident director?
You risk breaching section 201A of the Corporations Act, which requires at least one director who ordinarily resides in Australia at all times for a proprietary company. If your director leaves and isn’t replaced, you generally have 28 days to notify ASIC of the change and appoint someone who qualifies, and the company should not be left without a compliant director in the meantime.
Should I close my Pty Ltd before or after I move to Dubai?
If you’re deregistering it, it’s generally cleaner to sort out retained profit distributions, shareholder loan accounts, and any asset transfers while you’re still an Australian tax resident, since the tax treatment of dividends and transfers is often more favorable before your residency changes than after. Rushing to deregister without cleaning these up first is one of the more common, expensive mistakes.
Do I still pay Australian company tax on profits earned after I move to Dubai?
If the Pty Ltd is still operating and hasn’t been deregistered, yes. The company’s tax residency doesn’t change just because you’ve relocated. It’s taxed at the standard company rate, 25% for a base rate entity or 30% otherwise, on all its profits regardless of where you personally live.
Will Australia’s controlled foreign company rules apply to my new Dubai entity?
Generally not once you’ve genuinely become a non-resident yourself, since CFC attribution under Part X of the Income Tax Assessment Act 1936 requires an Australian resident controller. It’s worth checking specifically if there’s a transition period where you’re still an Australian resident while setting up the new entity, or if other Australian resident shareholders are involved.
Can I be a director of an Australian company while living in Dubai?
Yes, there’s no restriction on a non-resident being a director. The requirement is that at least one director of the company ordinarily resides in Australia, not that every director does. You can remain a director yourself from Dubai as long as someone else who qualifies is also on the board.
What’s the actual process to close down a Pty Ltd?
Voluntary deregistration through ASIC Form 6010, which requires all members to agree, the company to have genuinely stopped trading, assets under 1,000 dollars, no outstanding liabilities including any unpaid tax, superannuation, or employee entitlements, and all ASIC fees paid. Once lodged and approved, ASIC publishes a notice and deregistration generally takes effect around two months later.
This article is general information only and does not constitute personal tax, legal, or corporate advice. Company residency, Division 7A, CGT treatment of asset transfers, and ASIC director obligations depend entirely on your specific circumstances. Speak with a qualified Australian tax professional or corporate lawyer about your Pty Ltd before making any decisions about keeping it, winding it down, or restructuring it.
Ready to plan your move properly? Book a free strategy call with GenZone and we’ll walk through how your new Dubai structure fits alongside whatever you decide to do with your Pty Ltd, so both sides of the move are handled properly rather than left to chance.
