Director Residency Requirements: 7 Countries Compared

Last verified: 2026-05-02

A non-resident founder asking “can I incorporate without being a resident?” gets seven different answers across the seven countries MmowW Scrib🐮 covers. New Zealand and Canada CBCA require local-resident directors. The UK and Wyoming do not. Sweden requires EEA residency but allows a dispens. This guide is the definitive 2026 reference.

Quick Answer (TL;DR)

Comparison Table at a Glance

Country-by-Country Deep Dive

United Kingdom — No Residency Requirement

Statute: Companies Act 2006, s.157.

“(1) A person may not be appointed a director of a company unless he has attained the age of 16 years.”

That is the only condition on a natural-person director. Section 155 requires that at least one director must be a natural person. No nationality or residency is required.

The catch. From 2026, the Economic Crime and Corporate Transparency Act 2023 introduces mandatory identity verification for directors and PSCs. Verification is performed through GOV.UK One Login (with non-UK passport accepted) or via an Authorised Corporate Service Provider. There is no residency requirement — but the director must be a verifiable, identifiable individual.

Source: https://www.gov.uk/guidance/identity-verification-at-companies-house

United States — No Federal Rule; Wyoming and Delaware Permit Foreign Sole Directors

The US has 51 separate corporate jurisdictions. None of the most popular formation states (Delaware, Wyoming, Nevada) requires director residency.

The catch. Federal-level identification still applies. To obtain an EIN (federal tax ID) without a Social Security Number or ITIN, a foreign sole director must apply by Form SS-4 by mail or fax (not online — online EIN application requires SSN/ITIN). The IRS may take 4–6 weeks to issue an EIN by this route.

Source: https://www.irs.gov/forms-pubs/about-form-ss-4

France — No Director Residency, but Watch the Visa for the Président

Statute: Code de commerce art. L.227-6 (SAS) and L.223-18 (SARL) prescribe the appointment of a Président or Gérant respectively. There is no nationality or residency requirement.

The catch — CESEDA. If a non-EU/EEA resident is appointed Président of a SAS and exercises functions in France (signs contracts, manages employees, attends the office), they require a carte de séjour passeport-talent — création d’entreprise under CESEDA art. L.421-13.

This is a 4-year residence permit issued for an investor or director who:

• Holds at least 30% of the share capital, OR
• Is appointed legal representative AND has a project demonstrating economic viability

A purely passive non-resident director (signing remotely, no France-based functions) does not need this visa, but the bank may scrutinise source-of-funds under C. mon. fin. L.561-5 KYC rules.

Source: https://www.service-public.fr/particuliers/vosdroits/F16922

Sweden — EEA Residency Requirement + Dispens Available

Statute: Aktiebolagslagen (2005:551) Ch. 8 § 9.

“Verkställande direktören och minst halva antalet styrelseledamöter ska vara bosatta inom Europeiska ekonomiska samarbetsområdet.” (“The CEO and at least half of the directors must be resident within the European Economic Area.”)

This means at least half of the board (and the CEO if appointed) must be EEA-resident.

Workaround — Dispens (exemption). Bolagsverket may grant a dispens från bosättningskravet on application under Aktiebolagsförordningen 2005:559. A non-EEA-only board can be approved if there is a särskild anledning (special reason) — typically a Swedish-resident särskild delgivningsmottagare (process agent) is appointed.

Source:

• ABL Ch. 8 § 9: https://www.riksdagen.se/sv/dokument-och-lagar/dokument/svensk-forfattningssamling/aktiebolagslag-2005551_sfs-2005-551/
• Bolagsverket residency page: https://bolagsverket.se/en/foretag/aktiebolag/startaaktiebolag/styrelseochverkstallandedirektoriaktiebolag/kravpabosattningforstyrelseniettaktiebolag.509.html

Australia — At Least One Australian-Resident Director

Statute: Corporations Act 2001 (Cth) s.201A.

“A proprietary company must have at least 1 director. That director must ordinarily reside in Australia.”

For public companies, at least 2 of 3 directors must ordinarily reside in Australia (s.201A(2)).

“Ordinarily resident” test. Not defined in the Act. ASIC guidance and case law: a director who lives abroad, votes abroad, has all family abroad, and visits Australia only occasionally is not ordinarily resident even with permanent visa.

Workaround. Foreign founders typically appoint:

• A trusted Australian co-founder, employee, or family member
• A Director Identification Number (DIN) holder serving as nominee director
• Note: Australia introduced mandatory Director Identification Numbers (DINs) under the Corporations Act 2001 (Cth) Part 9.1A. Every director must obtain a DIN before appointment.

Sources:

• Corporations Act 2001 (Cth): https://www.legislation.gov.au/Series/C2004A00818
• ASIC officeholder rules: https://asic.gov.au/for-business/registering-a-company/steps-to-register-a-company/minimum-officeholders/
• Australian Business Registry Services — DIN: https://www.abrs.gov.au/director-identification-number

New Zealand — At Least One NZ-Resident Director (or AU-Resident with Enforcement-Country Rule)

Statute: Companies Act 1993 s.10(d).

“(d) That at least one of the directors— (i) lives in New Zealand; or (ii) lives in an enforcement country and is a director of a company, other than a branch office, that is registered (or an equivalent) in that enforcement country.”

Enforcement countries are listed by Order in Council. As at 2026, only Australia is listed. So an Australian-resident director who is a director of an Australian company qualifies; a Singapore-resident director does not.

Source:

• Companies Act 1993 s.10: https://www.legislation.govt.nz/act/public/1993/0105/latest/DLM319963.html
• Companies Office residency requirements: https://companies-register.companiesoffice.govt.nz/help-centre/starting-a-company/director-requirements/

Canada — The CBCA 25% Rule and the Provincial Workaround

Federal CBCA — Statute: Canada Business Corporations Act s.105(3).

“Subject to subsection (3.1), at least twenty-five per cent of the directors of a corporation must be resident Canadians.”

If the corporation has fewer than 4 directors, at least one must be a resident Canadian.

“Resident Canadian” is defined in CBCA s.2(1) as a Canadian citizen ordinarily resident in Canada, OR a permanent resident ordinarily resident in Canada.

Provincial workaround: Three provinces removed director residency requirements:

• Ontario (OBCA) — repealed 5 July 2021 (Bill 213)
• British Columbia (BCBCA) — never had a residency requirement
• Quebec (Business Corporations Act) — never had a residency requirement (but French-language operating requirements apply)

A foreign founder with no Canadian co-director typically incorporates in Ontario (OBCA). Once a Canadian-resident co-founder joins, the corporation can be continued federally under CBCA via OBCA s.181.

Sources:

• CBCA s.105(3): https://laws-lois.justice.gc.ca/eng/acts/c-44/page-19.html#h-186218
• OBCA s.118 (post-2021): https://www.ontario.ca/laws/statute/90b16

Decision Framework

If you have no local-resident co-founder anywhere:

1. UK Ltd
2. US LLC (Wyoming, Delaware, Nevada)
3. France SAS (subject to visa rules if Président operates in France)
4. Canada — Ontario (OBCA)

If you have an Australia-only nexus:

1. Find an Australian-resident director, OR
2. Form a UK/US entity and operate in Australia as a foreign branch (registered foreign company under Corporations Act 2001 (Cth) Part 5B.2)

If you have an NZ-only nexus:

1. Find a NZ-resident OR Australian-resident director (with a qualifying AU directorship)
2. Otherwise, branch through Companies Act 1993 Part 18 (overseas company registration)

If you have a Canada-only nexus:

1. Ontario OBCA (no residency requirement) — most popular for foreign founders
2. BCBCA — same flexibility
3. CBCA federal — only if you have at least 25% Canadian-resident directors

If you have a Sweden-only nexus:

1. Apply for dispens with a Swedish process agent
2. Or appoint at least one EEA-resident director

Common Pitfalls — Gyoseishoshi View

1. Confusing “registered office” with “director residency”. A UK Ltd needs a UK registered office (Companies Act 2006, s.86) but no UK-resident director. A French SAS needs a French registered office but no French-resident director. Conflating these two requirements leads to expensive nominee fees that are not legally needed.

2. CBCA’s 25% rule applies to the BOARD, not to founders. A foreign founder can own 100% of a CBCA company’s shares — but at least 25% of the directors must be resident Canadians. Many founders mistakenly think they need a Canadian shareholder.

3. New Zealand’s “enforcement country” list is short. Only Australia is currently listed. A Singapore-resident director, even if connected to NZ daily, does not satisfy s.10(d). The list is updated by Order in Council under s.10(2) and has been narrow since the Act’s inception.

4. Australia’s “ordinarily resident” test is fact-specific. A director with an Australian passport but living abroad full-time is not ordinarily resident. This is a fact pattern test, not a citizenship test.

5. Sweden — dispens application is real work. The application is in Swedish, requires a särskild delgivningsmottagare (process agent) with a Swedish address, and may take 4–8 weeks. Foreign founders often underestimate this.

6. Identity verification (UK ECCTA 2023) is not a residency rule. A foreign-resident director satisfying Companies Act 2006 s.157 must still complete UK identity verification. The two are separate compliance items.

Conclusion

In 2026, the single biggest determinant of where a non-resident founder should incorporate is director residency. The seven countries we cover split into three groups:

Group A — No residency requirement (open door):

• UK, US (any state), France, Canada (Ontario / BC), Quebec

Group B — Mandatory local director (closed door without a local co-founder):

• Australia, New Zealand, Canada (federal CBCA)

Group C — EEA residency with dispens path:

• Sweden

Choose the vehicle whose statutory residency rule matches your founding team’s actual residences. Trying to force a CBCA federal incorporation when your team is all in Singapore, or a NZ Companies Act 1993 incorporation when your team is all in California, is fighting the statute — and the statute always wins.

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Disclaimer

Legal information, not legal advice. MmowW Scrib🐮 is operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not solicitors, barristers, attorneys, avocats, or licensed legal practitioners in any jurisdiction.

Sources

1. UK — Companies Act 2006 s.157: https://www.legislation.gov.uk/ukpga/2006/46/section/157
2. UK — Identity verification at Companies House: https://www.gov.uk/guidance/identity-verification-at-companies-house
3. US — DGCL §141 (Delaware): https://delcode.delaware.gov/title8/c001/sc04/
4. US — Wyoming Stat. §17-29-401: https://www.law.cornell.edu/wex/wyoming_llc_act
5. France — Code de commerce L.227-6: https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000037674769
6. France — passeport-talent visa: https://www.service-public.fr/particuliers/vosdroits/F16922
7. Sweden — Aktiebolagslagen Ch. 8 § 9: https://www.riksdagen.se/sv/dokument-och-lagar/dokument/svensk-forfattningssamling/aktiebolagslag-2005551_sfs-2005-551/
8. Sweden — Bolagsverket residency: https://bolagsverket.se/en/foretag/aktiebolag/startaaktiebolag/styrelseochverkstallandedirektoriaktiebolag/kravpabosattningforstyrelseniettaktiebolag.509.html
9. Australia — Corporations Act 2001 (Cth) s.201A: https://www.legislation.gov.au/Series/C2004A00818
10. Australia — DIN registration: https://www.abrs.gov.au/director-identification-number
11. New Zealand — Companies Act 1993 s.10: https://www.legislation.govt.nz/act/public/1993/0105/latest/DLM319963.html
12. Canada — CBCA s.105(3): https://laws-lois.justice.gc.ca/eng/acts/c-44/page-19.html