Checklist for registering a company

Preparing to register a company

The majority of registered companies are proprietary companies. There are a few decisions to make before you register this type of company.

On this page we outline the things you need to consider ahead of time so you'll be prepared when you start your application.

Limited or unlimited company?

Proprietary companies may be 'limited by shares' or 'unlimited with a share capital'.

Limited by shares is the most common type of proprietary company.

Limited by shares means the personal liability of each shareholder is limited to the amount they have agreed to pay for the shares.

Unlimited with a share capital means there is no limit on the personal liability of the shareholders. That is, shareholders could be liable for the debts of the company even if they have paid for their shares in full.

What you need to do

  • Decide if your company will be limited or unlimited.

Replaceable rules or constitution?

Every company must have rules that govern how it operates.

The Corporations Act 2001 provides a basic set of rules for the internal management of a company. These are known as replaceable rules.

If you would like to make up your own rules or vary any of the replaceable rules, you will need to adopt a constitution.

Superannuation companies must have a constitution.

Find out more about Constitution and replaceable rules.

What you need to do

  • Decide the governance for your company - will it use the rules in the Corporations Act 2001 or adopt a constitution?
  • Seek legal advice if you need guidance about adopting a constitution.

Choose a company name

A company can choose its own name or be known by its Australian Company Number (ACN).

There are rules governing the name a company can use. The public must be able to tell if the company is a public or proprietary company, and whether or not the shareholders have limited or unlimited liability.

Proprietary limited companies must have the words 'proprietary' and 'limited' or abbreviations of these words at the end of their name.  For example:

  • Proprietary Limited
  • Proprietary Ltd
  • Proprietary Ltd.
  • Pty Limited
  • Pty Limited.
  • Pty Ltd
  • Pty. Ltd.

Proprietary unlimited companies can only have the word 'proprietary' at the end of the name.

What you need to do

Decide on state/territory of registration 

Even though your company will be registered Australia-wide, you must nominate a state/territory of registration when you submit your application.

What you need to do

  • Nominate a state/territory of registration.

Choose registered and business addresses

Companies are required to have a registered office address and a principal place of business address.

Registered office address

This is where all communications and notices to the company will be sent.
This address must be within Australia and can't be a post office box address.

Principal place of business address

This is where your company mainly conducts its business. This can't be a post office address.

What you need to do

  • Decide on the addresses for your company
  • If you do not occupy the registered office, obtain written consent from the occupier to use it and keep the record of consent with your company records.

Is there an ultimate holding company?

If all or the majority of shares in your company are held by another company, you may have an ultimate holding company.

Most proprietary companies will not have an ultimate holding company.
Seek legal advice if you're not sure.

What you need to do

  • If your company has an ultimate holding company, provide the company's name, ACN/ARBN/ABN and its country of incorporation (if not Australia). 

Choose company officeholders

Directors and secretaries are known as the officeholders of a company.
For each officeholder, you will need to provide their:

  • given and family names
  • date of birth
  • place of birth, and
  • residential address.

Directors

A proprietary company must have at least one director, however you can appoint more than one if you want to.

Secretaries

Proprietary companies do not need to have a secretary but you can appoint one or more if you want to.

See Your company and the law for more information on officeholder requirements and responsibilities.

What you need to do

  • Obtain written consent from each person you are appointing as a company officeholder and keep this with your company records. You can use the template below.

Officeholder Consent Template

Decide on the share structure

The share structure includes the number and class of shares the company has issued and the amounts paid and unpaid on these shares. 

A company must issue at least one share to one shareholder.

Share class

The share class distinguishes between the different rights that may be assigned to different shares. For example, some share classes give you the right to vote in company decisions or the right to receive a dividend.

Most proprietary companies use 'Ordinary Shares'. There are no special rights attached to 'Ordinary Shares'.

Total number of shares

This is the total number of shares, in each class, issued by the company.  The number of shares the company issues represents the company's capital. 

The number and price of the shares will be determined by the amount of capital needed by the company. If you are unsure about the amount of capital your company needs, seek legal advice.

Total amount paid and unpaid

A shareholder (also known as a 'member') may pay the full amount when they purchase the shares, or they may only pay a portion. The amounts paid and unpaid must be included in the share structure.

What you need to do

  • Decide on your share class or classes, the number of shares and the dollar amount to be paid.

Choose the shareholders

Shareholders own the shares in the company and may be people or companies. Shareholders are also known as 'members'.

Shareholders are legally obliged to pay the company the agreed amount of each share.

See Members of a company for more information on shareholder requirements and responsibilities.

What you need to do

  • Obtain written consent from each shareholder about the number of shares they agree to take up and the amount to be paid to the company. This must be kept with your company records. You can use the template below.

Member Consent Template

  • Create a register of shareholders. This register must record:
    • the name and address of each shareholder
    • the date the shareholder's name was added to the register, and
    • the specific details of the shares held by each shareholder.

To find out how to register your company, see steps to register a company.

 

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Last updated: 15/09/2017 04:33