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Your guide to setting up a company in Australia
ABN Australia have been helping our clients establish their company successfully in Australia since 1976. Over the years we have significantly evolved our company formation service and it is now possible to have your company up and running within a few hours using our online or fillable PDF forms.
Incorporating a new company through ABN Australia involves four basic stages:
1. Apply online: customers can submit a new company registration order using our fast and easy online forms or alternatively using our offline fillable PDF forms.
2. Review: our experienced team then reviews your order instructions for accuracy and completeness – we pride ourselves on ensuring your company details are error free.
3. ASIC Registration: we then register your company with ASIC efficiently and compliantly using our EDGE approved software.
4. Delivery: lastly, we deliver all company documentation (certificate of incorporation, company constitution, and all other documents) straight your inbox.
For customers who wish to understand in more detail the steps and requirements involved when registering a company in Australia, we have written an expanded guide below. If you have any further queries, please contact us on firstname.lastname@example.org.
Is a company right for you?
Choosing the right business structure is the first important step when launching your business in Australia. It involves assessing both your current and future needs, as well as understanding the costs and ongoing compliance obligations involved.
A company structure is not the only business structure available in Australia, and there may be other structures such as a sole trader, discretionary or unit trust, partnership, or other structure that is better suited to your business activities.
A company is its own legal entity and lets you conduct business throughout Australia. You can also make use of other privileges, such as corporate tax rates or limited liability. The most common company type is a proprietary limited company (Pty Ltd) which accounts for more than 99% of registered companies in Australia.
There are however different types of companies, including:
We recommend seeking financial or legal advice to determine if setting up a company is the best business structure for your circumstances.
Once you have decided on your preferred company structure, such as a Proprietary Limited company, it is a matter of starting your application, registering the company with ASIC and maintaining your statutory company register.
Choosing a company name
This is the fun part, choosing your company name! Note however you must choose a name that is not identical to an existing company or business name. You can use the name check availability tool on the home page of our website to see if the name you want is available.
There are a range of different rules and restrictions when it comes to choosing your company name – we talk more about these rules in our Knowledge Base.
If you aren’t ready to register your company just yet, but you want to make sure your name does not get taken by someone else, it is possible to Reserve a Company Name.
When choosing your company name, it is also a smart move to check that your name is available on other business registers such as IP Australia’s trademark register, domain name registers, and even social media sites such as Facebook and Twitter. Checking to see if someone already has your name registered as a Trademark is particularly important as they could take action against you if they feel you are infringing on their brand’s goodwill in the marketplace.
How will your company operate?
Before registering, you will need to decide how your company will be ‘governed’. Your company can be governed by:
- Replaceable rules
- Its own constitution; or
- A combination of both.
Replaceable rules are in the Corporations Act and are a basic set of rules for managing your company. If a company doesn't want to have a constitution, they can use the replaceable rules instead.
A company can also have a written constitution instead of using replaceable rules. A constitution serves as a handy document for directors to refer to when determining how to govern their company, and includes rules on things like appointing directors, holding meetings, and issuing shares.
All companies ordered through ABN Australia have ABN Australia’s industry leading constitution included as standard.
Get consent from officeholders, members and occupiers
When forming a new company in Australia, you need the consent of certain persons or organisations that take on responsibility under the company structure.
- Consents to act as director
- Consents to act as Secretary
- Consents from shareholders to subscribe for shares
- Consent from the owner of your registered office address if not your company’s address
At least one director and secretary of a proprietary company must ordinarily reside in Australia.
At least two directors of a public company must ordinarily reside in Australia.
If you do not have any directors currently resident in Australia, then you may be able to use the services of a nominee or resident director to meet this obligation.
Registering your company
ABN Australia is an authorised ASIC agent that exists to streamline the company registration process on our client’s behalf, and provide all the necessary legal and governance documents required to keep your company compliant with the Corporations Act.
There are two main ways you can register your company through ABN Australia, including completing our online forms or populating our fillable PDF Forms. We have a diverse client base ranging from professional accounting and legal firms through to startups and small business and can accommodate their requirements as needed.
When establishing a new company in Australia - and required when populating our company registration forms - you need to decide on the following attributes for your company:
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.
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 ASIC communications and notices to the company will be sent. This address must be within Australia and can't be a post office box address. If you don’t wish to use your own address as the Registered Office, we can provide this service at our offices for a fee.
Principal place of business address
This is where your company mainly conducts its business. This can't be a post office address. We are able to provide 'virtual office' business address facilities in all major capital cities around 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.
A proprietary company must have at least one director, however you can appoint more than one if you want to. You need at least one director resident in Australia.
Proprietary companies do not need to have a secretary but you can appoint one or more if you want to.
Prior to registering your company with ASIC you need to obtain written consent from each person you are appointing as a company officeholder and keep this with your company records. ABN Australia include officeholder consent forms as standard within our company formation package, which should be kept filed within the company register once signed.
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.
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.
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.
You need to 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. These consent forms are included within company formation documents provided by ABN Australia when registering a company through us.
Review your company formation application
An important step! Once you have populated your company registration form it is worthwhile to take a second to ensure everything you have entered is complete, accurate and free from error (including your company name!). ASIC requires your company details to be correct and up to date at all times. Making an error or typo when registering your company for the first time can be costly to fix.
The experienced team at ABN Australia manually review every order we receive to check for errors, compliance, and completeness. We pride ourselves on ensuring your company gets off to the best start possible.
Registering your company with ASIC
Once we receive your company registration order instructions, and have reviewed it carefully, we use our Edge approved software to instantly register your company with ASIC.
If accepted by ASIC, we then produce your complete set of company formation documents including your certificate of incorporation (with ACN number), company constitution, share certificates, shareholder and officeholder registers, consent forms, board minutes, and other important documents.
These documents together form your completed company register, which you are required under the Corporations Act to keep safe and up to date throughout the life of your company.
These documents are delivered straight to your inbox electronically, and we can also provide hard copy delivery of documents in a premium leather feel folder if required.
Maintaining a company register
Once you receive your completed company formation documents from ABN Australia, you should get all relevant documents signed and file them in the company register.
In the future whenever you make changes to your company, such as changing officeholders, addresses, or share structures you need to make sure you lodge these changes with ASIC and updated your company register accordingly.
You must keep a copy of your company register at your Registered Office Address.
ABN Australia offer an ASIC compliance service for a fee which is suitable for company's who wish to outsource their ASIC compliance responsibilities. This service includes the following features:
- Appoint ABN Australia as your company's ASIC Registered Agent.
- We maintain your company's corporate registry details with ASIC using EDGE approved software.
- We lodge with ASIC any change to your company details (unlimited) and prepare all related governance documents.
- We complete your company's annual review statement and directors’ solvency resolution each year (additional ASIC fees of $267 per annum apply)
- We reduce your company's administrative burden, and help you avoid ASIC late fees and penalties.
- Trusted by the professionals - we already act as registered agent for over 1500 companies.
- Significant volume discounts available for accounting and legal firms - please get in contact for a quote
Phone 1300 226 226 to discuss how we can help.
Please note this article is for information purposes only and does not constitute legal advice. Should you have any queries or require more information, please contact the team at ABNAustralia.com.au.