What is a company?
A company is a business structure commonly used in Australia to run businesses. A company is run by its directors, and owned by its shareholders. The company is a separate legal entity, distinct from its directors and shareholders. Companies are regulated by the Australian Securities and Investments Commission (ASIC).
How do I order a company and what is the process?
Use our easy to follow online order form.
You will need handy:
- Your proposed company name
- Your preferred state of registration
- The address for your registered office in Australia - no PO boxes please
- The address of your principal place of business in Australia- no PO boxes please
- Officeholders personal details (full name, residential address, date & place of birth)
- Shareholders/Members full name and address, as well as number, class and value of shares
If we have any queries about your order or require any further information we will contact you.
After the company is registered the documents are sent out to you by email usually within 10 minutes of placing the order. We will send deluxe registers by Australia Post if this was selected.
How can I find out if the company name I want is available?
You can search ASIC’s online databases (ASIC Connect).
Can I use my existing registered business name as my company name?
In some cases though, especially for older business names, your existing business name may be identical to a business name in another state, in which case you won’t be able to use it for your new company. Since 28 May 2012, ASIC now administers a national business name register, which prevents people in different states from registering the same business name.
In order to use the business name as your company name, the owner of the business name will need to be involved in the company registration as an Officer or Shareholder for individuals or partnerships or as a Member for companies and Trusts. If a Trust owns the name, you will also need to email us a copy of the deed.
What is a reserved company name?
A reserved company name is a name that has been reserved with ASIC through a form 410 with the intention of registering a company with that name at a later date.
In order to register a company with a reserved name, you will need to email or post a name withdrawal letter to ASIC before the application for registration can be processed.
What is ASIC?
ASIC is the Australian Securities and Investments Commission, and is the federal government body responsible for registering and regulating Australian companies.
Am I buying a shelf company?
No, we do not sell so-called “shelf companies”. All of our companies are new, and your company will be registered with your choice of name, directors and shareholders.
What is the difference between a director, secretary and shareholder (or member)?
A director is responsible for the safe and legal running of the company. The secretary is also liable for company decisions and is usually appointed by larger companies to look after the paperwork of the company. A shareholder (or member) gets the financial benefit from the company by owning shares in it.
How many directors do I need?
You need at least 1 director for a proprietary company. That director must be an Australian resident.
Once at least 1 Australian director has been appointed, foreign directors may also be appointed in the company.
How many shareholders do I need?
You need at least 1 shareholder for a proprietary company, and you can have no more than 50.
There is no requirement for an Australian resident to be allotted shares before foreign residents can.
Do I need a company secretary?
No. A proprietary company does not need to have a company secretary.
Should the company choose to appoint a secretary, all secretaries must reside in Australia.
Can I start a company with just me?
Yes. A proprietary company can have the same person as its sole director, secretary and shareholder if their Constitution allows for this.
Startup World’s standard multi class constitution does allow for a sole person company.
Where can my registered office be?
The registered office must be an Australian physical address, and can’t be a PO box. It doesn’t need to be the place where you run your business from, but if it isn’t, you must have the consent of the occupier to your using it as your registered office.
Where is my principal place of business?
This is where you run your business on a day to day basis. It must be an Australian physical address, and can’t be a PO box.
What is the value of a share?
We issue all shares at $1.00 unless otherwise specified.
What do you mean by beneficially or non-beneficially held?
Beneficially held means that the shareholder gets the benefit of the income from the share.
Non-beneficially held means that the shareholder is holding the share on behalf of another entity such as a trust.
Can I go to ASIC to register my company?
Yes but ASIC will only provide you with a certificate of registration.
In order to comply with the Corporations Legislation set out in the Corporations Act 2001 (Cth), you will also need a complete and up to date company register kept at the registered office or principal place of business at all times. If you wish to have the company governed by a Constitution, you would then need to adopt or have one drafted elsewhere.
It is much more convenient to go through a registered lodging agent, such as Startup World.
What is a company register?
A company register is an important set of your company’s records held in the one place.
It includes the company’s constitution, lists, consents, resignations and applications of directors, secretaries and shareholders, records of mortgages or charges, minutes of meetings, ASIC forms, and share certificates.
What is a constitution?
The constitution is the governing rules of the company and includes important provisions such as how shares are issued & transferred, general meetings of shareholders, appointment & removal of directors, directors’ powers & duties, distribution of profits, winding up of the company, notices, and other procedural matters.
Companies can, instead of having a constitution, adopt "replaceable rules" which are a standard set of rules of company governance set down in the Corporations Act. However the replaceable rules don’t apply to sole director/shareholder companies (which are governed by other special provisions).
Our company constitutions have many advantages over the replaceable rules. The replaceable rules sit in different parts of the Corporations Act, by contrast the company constitution is easily accessible in your company register. The replaceable rules are subject to legislative change, over which you have no control. In comparison, our constitutions are flexible as they can be added to or changed by a special resolution (75%) of the shareholders. Additionally, financial institutions generally require a constitution when lending money to companies, to check what the directors’ powers are for raising finance.
What is a Public Officer? Does my company need one?
The Public Officer of a company is the person who normally deals with the Tax Office in relation to the company's tax affairs such as record keeping or submitting company returns.
Under the Income Tax Assessment Act 1936 (Cth), a company must appoint a Public Officer within 3 months after the company commences to carry on business or derive an income in Australia. If a company doesn't appoint a Public Officer within that 3 month period, it is guilty of an offence for each day it doesnt have a Public Officer. This is why it is a good idea to appoint a Public Officer at the time when you incorporate your company.
The Public Officer doesn't need to be an accountant or financial advisor. The only criteria to be a Public Officer are that the person must be at least 18 years of age, an Australian resident and understands the nature of their appointment.
You can find a Public Officer consent form on the first page of our online ordering system. We'll also include one in your package of documents as well as a letter for you to send to the Tax Office notifying them of the appointment.
What is an ultimate holding company?
It is the company that is at the top of the chain when companies are linked together with their shareholdings.