Own Name Proprietary Company
Unless the name is already protected by the ASIC database, we shall electronically register with your choice of name and you will not need to pay the additional costs of a Company Name Change.
The ASIC database, however, does not consider Trade Marks or similar names when determining the availability of a proposed name. You must make yourself aware of infringement of ownership rights to a name . Refer www.asic.gov.au; www.ipaustralia.gov.au; www.austdomains.com.au and the professional services of a legal advisor.
A.C.N. is generally available within 1-2 hours of receipt of your order (office hours Monday to Friday AEDT). The company register is shipped within 24 hours after confirmation of registration by ASIC - overnight if registration completed before 2:00 pm AEDT subject to existing volume and peak periods.
Download the application form
Application Form (128k)
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A proprietary company must comply with sections 112 and 113 of the Act which states that a proprietary company:
(a) must be either:
(ii) an unlimited company that has a share capital; and
(b) must have no more than 50 non-employee shareholders.
A proprietary company must not engage in any activity that would require disclosure to investors under chapter 6D, except for an offer of its shares to:
(a) existing shareholders of the company; or
(b) employees of the company or a subsidiary of the company.
If a proprietary company contravenes section 113, one consequence is that ASIC may require it to convert to a public company (s165).
On 1 July 1998 replaceable rules were introduced to enable companies to function without "Articles of Association" and "Memorandum of Association" (now referred to as a Constitution). The basic rules of internal management are included in the Act as 'replaceable rules'. Some of these rules are mandatory for all companies and there are a few special rules for single shareholder / single director companies.
The replaceable rules do not apply to a proprietary company while the same person is both its sole director and sole shareholder, or a company that had a constitution (Memorandum & Articles) before the introduction of the replaceable rules regime, and has not repealed it.
If a constitution is adopted, it is not necessary to lodge the constitution of a proprietary company with the application for registration but they must be kept with the company's records so they are available if required.
Company Planners Pty Ltd "Shelf Constitutions" are written and updated by our Legal Advisors and are designed to accommodate a single or multiple officer and shareholder Company.
Written consent is required for each person who agrees to become a director of the company. (A director must be a person over the age of 18 years). Written consents are also required for each person who agrees to become a secretary of the company and each person who agrees to become a member of the company.
At least one secretary of a company, at least one director of a proprietary company, and at least two directors of a public company must ordinarily be resident in Australia.
For companies limited by guarantee, the members will become liable as contributories on a winding up of the company. Each member must agree in writing to the amount of the 'guarantee' to pay.
Do not lodge these declarations of consent or agreements with the application. The applicant for the registration must have the relevant consents and agreements when the application is lodged and must give them to the company after the company becomes registered. They must be kept with the company's records and details will need to be recorded in the register of members.
This information is supplied as a brief outline only and does not preclude the Company's Officers and Secretaries from fulfilling their legal obligations. Company Planners Pty Ltd cannot explain every responsibility or cover every situation, and in this regard you should seek professional business advice and refer to the Corporations Act 2001. You will be held responsible for your legal obligations and not Company Planners Pty Ltd.