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Company Formation in Australia

Entity Type: Proprietary company limited by shares


Name Details

Does the name of the company require approval by the Registry or other authorities?

Under section 147 a company name can only be chosen if it is not already registered by another company and is not unacceptable. Generally, names are unacceptable if they are or are likely to be considered offensive. A list of words and phrases that require consent to use can be found in Schedule 6 of the
Corporations Regulations 2001 (Cth)

A proprietary limited company must include the words “Proprietary” (or “Pty”) and “Limited” (or “Ltd”) in its name (s 148). Names may be reserved for a period of two months (extendable by a further two months) (s 152).

How many prospective names will you require?

One, subject to name availability.

Are there any restrictions or limitations on words that can be used in company names?

See above.

Address Details

Does the company need to provide a registered address?

All companies incorporated in Australia must have a registered office in Australia (s 142).

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

The registered address must be a physical address in Australia (s 142) and cannot be a PO box address.

If the client has no physical location incountry, can they use your address for the purposes of registration?

A company can use any other person’s address so long as there is a written statement to the effect that the person who occupies those premises has consented to the use of their address as the company’s registered office (s 100).

Officer Details

How many Directors are required?

A proprietary company must have at least one director (s 201A).

Are any other officers required (i.e. Secretary)?

A proprietary company is not required to have a secretary but, if it does have one or more secretaries, at least one of them must ordinarily reside in Australia (s 204A). Every company carrying on business or deriving income in Australia must have a public officer
(s 252 Income Tax Assessment Act 1936 (Cth) ).

What personal details will you need for each officer?

Name (given names and family name)
Former name (if any)
Residential Address
Date of Birth
Place of birth (town/city and state/country)

Is there a requirement for any in country resident directors?

At least one director must ordinarily reside in Australia (s 201A). Please note that the public officer of the Company must also be an individual that ordinarily resides in Australia (s252 Income Tax Assessment Act 1936 (Cth)).

Do you need proof of address or Identity for officers? If YES, in what format?

No. However, the application for registration as an Australian company that is lodged with the Australian Securities and Investments Commission (ASIC) does contain a statutory declaration that the contents are true and correct at time of signing.

Shareholders Details

How many shareholders are required?

At least one (s 114) with a maximum of 50 non-employee shareholders (s 113).

Are there any restrictions on who can be a shareholder?

Only a person may be a member (shareholder) of a company(s 231).
“Persons” includes a body politic or corporate as well as a natural person (s 2(c) Acts Interpretation Act 1901 (Cth)).

What information will you require about shareholder?

Name (given names and family name or Company name and ACN (if applicable)), Residential/registered office address (s 169), and whether the shares are held beneficially or non-beneficially (i.e. on trust).

Will you require proof of address or ID from the shareholders?

No. However, the application for registration as an Australian company that is lodged with ASIC does contain a statutory declaration that the contents are true and correct at time of signing.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

No.

Is there a minimum number of shares that must be issued?

One.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

No, but if the shares are issued for other than cash then additional forms must be lodged with ASIC certifying that all stamp duties have been paid.

Other Details

Do you require any further information about the company or its officers? If YES, please specify.

Share structure (that is, the different classes of shares being issued), including the number of shares for each share class, the issue price per share (usually A$1.00 per share), whether the shares are to be fully paid and if not the amount paid/unpaid on each shares, and whether the shares will be held beneficially or non-beneficially (i.e. on trust).

The details (name, ACN, country of incorporation) of the ultimate holding company (if any).
Address of principal place of business (need not be in Australia).
Whether the company intends to incorporate using our standard form constitution, another constitution, or whether it will rely upon the replaceable rules of the Corporations Act 2001 (Cth).

Procedure

Incorporation of a company requires a form to be lodged with ASIC along with the incorporation fee. Consents to act and consent(s) to become a membershould be obtained prior to incorporation.

A Board meeting should be held on or shortly after incorporation, which deals with such matters as the appointment of initial officeholders, the allotment of shares, the adoption of constitution (if any) and the establishment of a registered address.

We will prepare and provide the original corporate register for the company, containing the post-incorporation Board minutes, Constitution, executed consents, company registers and share certificates as required, along with further instructions for the execution of the remainder of the documents.

Timescale

How long will it take to complete incorporation?

Provided we have the necessary information and documents (including signed consents from the prospective officers and member(s)) incorporation can usually be finalised within 24 hours of receipt of the executed documents required to register the company.

Is there any way to expedite the incorporation for an extra fee?

No.


Latest version updated 2nd May 2018

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