Public Company

- Limited by Shares (unlisted)
- Limited by Guarantee

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.

Due to the mandatory reported with ASIC A.C.N. may take from 2 hours to 24 hours from receipt of your order (office hours Monday to Friday AEDT). The company register is shipped within 24 hours of receipt of registration by ASIC - overnight if registration completed before 2:00 pm AEDT subject to existing volume and peak periods.

Requirements
It is possible for both proprietary companies and public companies to be registered with only one member. However, public companies must still have a minimum of three (3) directors and one (1) secretary.

When a company is registered under the Act it is automatically registered as an Australian company. This means that it can conduct business throughout Australia without needing to register in individual State and Territory jurisdictions.

Replaceable Rules
On 1 July 1998 replaceable rules were introduced to enable companies to function without "Articles of Association" and "Memorandum of Association", (which were abolished on 1 July 1998). 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that had a constitution (Memorandum & Articles) before the introduction of the replaceable rules regime, and has not repealed it.

A company can simply take advantage of the rules in the Act as a means of governance and does not need a separate constitution of its own. A company will need a constitution only if it wants to displace, modify or add to the replaceable rules.

Constitution
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. If a public company adopts a constitution or a combination of replaceable rules and constitution, a copy must be lodged with the application for registration. The Act requires that a no-liability company must be a public company and requires it to have a constitution which restricts its activity to mining purposes only. A no-liability company (NL) must, therefore, lodge a copy of its constitution with the application.

The Constitution may state the objects of the company, although the Act automatically enables a company to have the legal capacity of a natural person and therefore there is no need to state the objects except where required to do so under the Act, (ie NL companies).

If the company states its objects it is restricted to them unless they are subsequently altered by a special resolution of the members. A company's constitution may define legal rights, duties and restrictions of the company. If you choose that the company will have a constitution, you should seek legal advice regarding its drafting.

The Australian Taxation Office (ATO) have specific clauses which the constitution of a "non-profit company" (generally public companies) must contain to be eligible for tax concessions. The ATO can provide more details including examples of the clauses required. The ATO's internet address is http://www.ato.gov.au.

Obtain Consents
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.

 


 

Download the application form

Application Form (128k)

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Company Details (* Required Fields)

Governing Jurisdiction:

Aust. State/Territory

*

Name of Company:

Name availability search www.search.asic.gov.au

First Choice:

*

Second Choice:

Is Name a Registered Business Name?:

Yes No

If yes, Registration Number:

Does the company qualify for Special Purpose Status with ASIC?:

Yes No

If yes, please specify sole activity of company:

Superannuation Trustee Charitable Home Unit Company

Registered Office (*must be a physical address within Australia and not a PO Box)

Occupiers Name:


(if applicable)

Suite/Unit/Level No.

Street No. and Name

Suburb / State / Postcode

*

Principal Place of Business (*must be a physical address within Australia and not a PO Box)

Same as Registered Office:

Yes No

Suite/Unit/Level No.

Street No. and Name

Suburb/ State/Postcode

Ultimate Holding Company (*If an Australian Registered Company, inc. A.C.N. and registered address)

Company Name:


(if applicable)

ACN:


(if applicable)

Suite/Unit/Level No.

Street No. and Name

Suburb/ State/Postcode

Country:


(if not Australia)

Officers and Members: (minimum of 1 Director/Shareholder - officer does not have to be a shareholder and vice versa)

  • Full legal name(s) to be provided [inc middle name(s) - no initials];
  • Full residential address to be provided [no PO Box]unless prior suppression obtained;
  • If member is Australian company, supply A.C.N. and registered office;
  • If member is trust, supply "trustee" details;
  • At least one director must be Australian resident [secretary and public officer must be Australian resident]
  • Name One

    Name(s) - in full:

    *

    Date of Birth:

    *

    Place of Birth:

    *

    Residential Address:

    Unit, Street No. and Name

    Suburb/ State/Postcode

    *

    Office Held:

    Director Secretary Public Officer

    Shareholder

    Number of Shares Issued:

    *

    Class of Shares:

    ORD, or OTHER (A,B etc)

    $ Paid per Share:

    * (in Australian Dollars)

    Beneficially Held:

    Yes No

    If no, beneficiaries name is:

    (Optional)

    Name Two

    Name(s) - in full:

    Date of Birth:

    Place of Birth:

    Residential Address:

    Unit, Street No. and Name

    Suburb/ State/Postcode

    Office Held:

    Director Secretary Public Officer

    Shareholder

    Number of Shares Issued:

    Class of Shares:

    ORD, or OTHER (A,B etc)

    $ Paid per Share:

    (in Australian Dollars)

    Beneficially Held:

    Yes No

    If no, beneficiaries name is:

    (Optional)

    Name Three

    Name(s) - in full:

    Date of Birth:

    Place of Birth:

    Residential Address:

    Unit, Street No. and Name

    Suburb/ State/Postcode

    Office Held:

    Director Secretary Public Officer

    Shareholder

    Number of Shares Issued:

    Class of Shares:

    ORD, or OTHER (A,B etc)

    $ Paid per Share:

    (in Australian Dollars)

    Beneficially Held:

    Yes No

    If no, beneficiaries name is:

    (Optional)

    Name Four

    Name(s) - in full:

    Date of Birth:

    Place of Birth:

    Residential Address:

    Unit, Street No. and Name

    Suburb/ State/Postcode

    Office Held:

    Director Secretary Public Officer

    Shareholder

    Number of Shares Issued:

    Class of Shares:

    ORD, or OTHER (A,B etc)

    $ Paid per Share:

    (in Australian Dollars)

    Beneficially Held:

    Yes No

    If no, beneficiaries name is:

    (Optional)

    Ordinary (ORD) shares shall confer on the holders thereof the rights and privileges as set out in the constitution of the company. The rights and privileges of other classes of shares should be advised or, you must contact us for assistance.

    Do not proceed if you have not obtained consents to act from the proposed Officers and Members of the Company.

    Common Seal

    Common Seal required?

    Yes No

    (If yes, additional charge of $33.00 applies)

    Intellectual Property

    Ownership rights to a name are not established under the Corporations Act 2001 but may exist under common law or other legislation such as the Trade Marks Act 1995. Accordingly, ASIC and its agent, Company Planners Pty. Ltd. will not be liable for the consequences of any action or activity undertaken, or expense incurred, by a party seeking to rely upon this service as granting them entitlement to use a name. Please refer to the IP Australia website www.ipaustralia.gov.au

    These instructions are supplied as a brief outline only and does not preclude the Company's Director(s) and Secretary(s) 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. You will still be held responsible for your legal obligations and not your agent.

    Contact Details (The Client)

    Name:

    *

    Firm:

    *

    Suite/Unit/Level No.

    Street No. and Name

    Suburb / State / Postcode

    *

    Email Address:

    *

    Phone Number:

    *

    Facsimile:

    Instructions for Company Registration and supply of full "Company Register":

    • Standard Constitution adopted (6 copies supplied);
    • Minutes & Statutory documents supplied for execution;
    • Common Seal supplied;
    • Bank Kit supplied;
    • Declaration of Trust (if applicable);

    The Order will generally be processed within 1-2 hours and delivered by overnight courier unless otherwise advised. An application is not regarded as lodged and a Certificate is not available until ASIC has received and accepted the application as being in compliance with s1274(8) of the Corporations Act 2001. Company Planners Pty. Ltd. does not guarantee an application will be acceptable to ASIC and no person on behalf of Company Planners Pty. Ltd. has any authority to make any representations or give any assurances whatsoever.

    Preferred Delivery:

    Post / Courier (Mandatory) Email (Certificate of Registration and Company Profile will be sent in PDF)

    Disclaimer and Conditions

    I / we the client, acknowledge and agree that prior to submitting this order, I / we have read, understood and shall be bound by the same including the Conditions which appear hereafter.

    Agreement:

    Yes No



    Disclaimer
    Company Planners Pty. Ltd. ("CPPL") does not provide legal or other professional advice and our services, constitutions, deeds and statutory documents are not offered as a substitute for professional services and advice from a qualified legal, IP expert, accountant or other professional person. You must satisfy yourself when determining how the law applies to you or your client's circumstances. We confirm we have not been requested to advise you in relation to this company including but not limited to the appropriateness of the parties thereto, the constitution, ownership rights to a company name or any legal or taxation consequences that may arise as a consequence of the creation of the Company or supply of documents, nor have we provided such advice. No person on behalf of CPPL has any authority to make any representations or give any professional advice whatsoever. CPPL will not be liable for the consequences of any action or activity undertaken, or expense incurred by a party seeking to rely upon this service. Any claim for damages will be strictly limited to our re providing the services we have contracted to provide. ©2005 All rights reserved.