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Starting an Australian company
This information sheet sets out the steps involved in starting a company. It covers:
? deciding if a company structure is right for you
? choosing a company name
? deciding how to operate your company
? understanding your legal obligations as an officeholder
? getting the consent of those involved in your company
? registering your company, and
? understanding your legal obligations regarding your company name, Australian Company Number (ACN) and Australian Business Number (ABN).
How to start an Australian company
Step 1: Decide if a company or a business structure is right for you
You need to decide if a company or a business structure best suits your needs. We recommend that you seek legal or other professional advice about your circumstances. At this stage you should also make sure you understand what your legal obligations will be if you become a company officeholder: see 'Step 4: Understand your legal obligations as an officeholder' below.
When we register an Australian company, the company can conduct business throughout Australia without needing to register in individual states and territories.
Please note that registering a business name is not the same as registering a company. Registration or use of a business name does not:
? create a legal entity (only registering a company creates a legal entity), or
? allow the use of privileges to which a company is entitled, such as a corporate tax rate or limited liability.
It is not necessary to register a business name if the business is conducted under the name of the person or persons involved; that is, first name and surname, or initials and surname or under the full company name.
See more about business names.
Here’s how to register a proprietary company, the most common type of company.
Step 2: Choose a company name
? If the liability of the company's members is limited to the amount unpaid on their shares, the company name must end with the word 'Proprietary Limited'.
? If the liability of the members is unlimited, the company name will only end with the words 'Proprietary'.
There are approved abbreviations that you may use: see Table 1 below.
You can only choose a company name that is not already registered to a company or business. Use Check Name Availability to confirm whether your proposed name is identical or similar to another name already registered.
Certain words and phrases cannot be used in company names without the approval of a specified Minister or government agency. Words that cannot be used include:
ü 'building society'
ü 'trust'
ü 'university'
ü 'chamber of commerce', and
ü 'chartered.
You also cannot use words suggesting a misleading connection with government, the Royal Family or an ex-servicemen's organisation. These restrictions make sure that a company's name does not mislead people about its activities.
We may also refuse to register certain names if they are considered offensive or suggest illegal activity.
You may also need to check if your proposed name is similar or identical to any registered or pending trademarks. You can check the IP Australia website to find out.
Even if we reserve or register a name for your company, a person or corporation with a similar registered name may still take action against you. It is your responsibility to be aware of any problems that might arise from names already registered which are similar to, or likely to be confused with, the name you register.
It is not necessary to give your company a name. The name of your company on registration can be its ACN, the unique number we give a company when we register it.
You can select to use the ACN as your company name when you complete your application and you won’t have to nominate a name.
If you want to make sure that your intended company name cannot be taken by another person before you are ready to register it as a company, you can reserve a name. The fee is shown on the application guide and must be enclosed when lodging the application.
If we approve the company name we will reserve it for you for two months.
You may apply to extend the two month period by lodging a second application with the fee. This second application must be lodged before the first two-month reservation period has passed. We will not indefinitely reserve a company name if it prevents other people from legitimately using the company name.
Before you apply to register a company you must decide how the company will be internally governed. You'll need to decide if its internal governance operates under:
ü replaceable rules
ü its own constitution, or
ü a combination of both.
Your proprietary company cannot be governed by replaceable rules if you will be its only director and member; special rules apply instead.
A proprietary company must be:
ü limited by shares or be an unlimited company that has a share capital, and
ü have no more than 50 non-employee members (shareholders).
A proprietary company must not engage in any activity that would require disclosure to investors under Chapter 6D of the Corporations Act, except for an offer of its shares to:
ü existing members of the company, or
ü employees of the company or a subsidiary of the company.
If you’re a director or secretary of a company, you must follow the requirements set out in the Corporations Act. It is important to make sure that company officeholders know what their legal obligations are, for example:
ü ensuring company details are kept up to date
ü maintaining various registers and records
ü paying the appropriate lodgement and annual review fees to avoid late fees and non-compliance action.
The officeholders remain ultimately responsible for the company’s compliance with the Corporations Act.
Before applying to register a company you must get written consent from people who agree to fill the following roles:
ü director ( must be a person who is 18 years or older)
ü secretary ( must be a person who is 18 years or older), and
ü member (every company must have at least one member).
A proprietary company must have at least one director, but does not need to have a secretary. The director and secretary (if any), must ordinarily reside in Australia.
If your registered office will not be occupied by the company but by, for example, your solicitor or accountant, then the occupier must give written consent for the company to use that address.
Australian Securities and Investments Commission
PO Box 4000
Gippsland Mail Centre VIC 3841
ü give the company an ACN
ü register the company. A company comes into existence as a body corporate at the beginning of the day on which we register it and remains in existence until it is deregistered, and
ü issue a Certificate of Registration. The company's name is the name specified on this certificate.
Within two days of registration, we will issue a unique eight-digit number associated with your company's ACN (known as the 'corporate key') to the company's registered office address. You can use your corporate key to register to view your company records, lodge forms for your company and receive annual statements online. It must be included on some paper forms you may lodge to change your company details.
A company must display its name prominently at every place at which the company carries on business that is open to the public.
When we register a company we give it an ACN. If you then apply for an ABN, the number you get should finish with your nine-digit ACN. If this is so, you can then use your ABN instead of your ACN, wherever you have to use your ACN.
The company name, in legible characters, followed by the expression 'Australian Company Number' or ‘Australian Business Number‘ as appropriate (or a permitted abbreviation shown below in Table 1) and the number itself must appear on:
ü every public document issued, signed or published by, or on behalf of, the company
ü every eligible negotiable instrument issued, signed or published by, or on behalf of, the company, and
ü all documents required to be lodged with ASIC under the Corporations Act.
Table 1 sets out the abbreviations that may be used
Table 1: Approved abbreviations (with or without full stops)
Full word | Abbreviation | Full word | Abbreviation |
and | & | Australian | Aust |
Australian Business Number | ABN | Australian Company Number | ACN |
Company | Co | Limited | Ltd |
No Liability | NL | Number | No |
Proprietary | Pty |
ü Registering a company—proof of identity for personal cheques (INFO 58)
ü Company name availability (INFO 71)
ü Company searching and registration in New Zealand
ü Monthly statistics of new company registrations
ü Your company and the law (INFO 79)
ü Checklist for registered companies and their officers (INFO 20)
ü The importance of sole company directors/shareholders having a will (INFO 73)
Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice. Omission of any matter on this information sheet will not relieve a company or its officers from any penalty incurred by failing to comply with the statutory obligations of the Corporations Act.
You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases your particular circumstances must be taken into account when determining how the law applies to you.
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