When will I receive the documents for my client's company?
Must I obtain consents to act as director and secretary, (if applicable - the
position of secretary is optional) from my client before I send the order to
you?
Do I need to lodge any documents with ASIC following the registration of my
company?
I have reserved a company name and now wish to register that name. What do I
need to do?
If the registered office address is not to be occupied by the company, how
should the address details be entered?
Will I receive a common seal with my company order?
How are documents executed without a common seal?
What is meant by replaceable rules?
Where are the replaceable rules located in our Constitution?
What are the rights of ordinary shares and why are they not defined in our
Constitution or the Corporations Law?
What
types of companies can we provide?
Can a person under 18 years of age be a director or member of a company?
Can I register a company for non resident officeholders and members?
Can the registered office and PPB (Principal Place of Business) be located
overseas?
Can the registered office of a company be a PO Box?
Is it possible for a PO box to be nominated as a Principal Place of Business
address?
Who can be a shareholder?
What is the difference between the constitution update service and the
conversion to single director/member service?
What is the minimum and maximum age of members/shareholders?
What type of share structure does our proprietary company limited by shares
contain and what is the authorised capital?
Does a business name need to be ceased prior to registering a Company of the
same name?
Is it compulsory to have a company secretary?
What is unique about our Constitution?
Why doesn't it state that the company is a 'sole' member/director company in
the Constitution?
What is a discretionary trust?
What is a unit trust?
What is the advantage of having a Corporate Trustee instead of Individual
Trustees in a Superannuation Fund?
What is a Loan Agreement?
What is included in the Shareholders Loan Agreement Kit?
What is a conversion to a 1 member/director company?
How long does it take to deregister a company?
Is the company name available to be used for a new company registration after
deregistration?
Will I receive confirmation of all details of my company before registration?
Can I enter initials instead of a full name for an officeholder or shareholder
if I am unsure of the full name?
What documents are provided if I place an order for a change of company name?
Q: When will I receive the documents for my
client's company?
A: Providing the name you have chosen is
available and your order is placed before midday, your company documents will
be delivered to you the following day by courier - Australia wide. In addition,
if you order your company via our website, a copy of the documents will be sent
to you by email.
Q: Must I obtain consents to act as director
and secretary, (if applicable - the position of secretary is optional) from my
client before I send the order to you?
A: Yes. By law, unless the new office
holders have given their written consent to act, any appointment of them is
void. In addition there is a breach of the Corporations Act with a penalty of
10 penalty points or 3 months imprisonment or both. Inside the company register
we include consents which contain additional disclosures which should be
completed if applicable. The consents should be filed in the register after
signing.
Q: Do I need to lodge any documents with ASIC
following the registration of my company?
A: No. Consents to act as director,
secretary and shareholder, the Constitution and all other documents provided
should be signed and filed with the company documents, with the exception of
the New Tax System Application, which is to be lodged with the Australian Tax
Office.
Q: I have reserved a company name and now wish to
register that name. What do I need to do?
A: A letter of withdrawal must be provided
by the person or firm whose name appears as applicant on the ASIC's reservation
form 410.
Q: If the registered office address is not to
be occupied by the company, how should the address details be entered?
A: If the company does not occupy the
premises where its registered office is located, the occupier of the premises
must agree, in writing, to having the company's registered office located
there. The registered office address format should be "C/-" the occupier's name
followed by their street address.
Q: Will I receive a common seal with my company
order?
A: Under the Company Law Review Act 1998
which commenced on 1 July 1998, it is not compulsory for companies to have a
common seal. However, if you would like a common seal with your company order
you can select either a self-adhesive, tamper evident Secure Seal or a Rubber
Stamp.
Q: How are documents executed without a common
seal?
A: The Act provides that it can be assumed
that a document is correctly executed by the company if it is signed by two
directors or a director and secretary or by a single director if they are the
sole director and secretary.
Q: What is meant by replaceable rules?
A: Companies may have a set of rules known
as a "Constitution" (previously known as Memorandum & Articles of
Association). Alternatively, a company may opt to have no Constitution at all
but to rely on basic rules of internal management which are set out in the
Corporations Act and are known as "replaceable rules". As their name suggests,
these rules are replaceable and a company may adopt a Constitution to replace
part or all of them.
Q: Where are the replaceable rules located in
our Constitution?
A: All replaceable rules are printed at the
back of the Constitution.
Q: What are the rights of ordinary shares and
why are they not defined in our Constitution or the Corporations Act?
A: Historically the rights of ordinary
shares have never been defined. What makes them ordinary shares is the fact
that they don't have particular rights prescribed to them. Therefore, they are
not defined in the Corporations Act or our Constitution.
Q: What types of companies can we provide?
A: Proprietary companies limited by shares,
Superannuation Trustee Companies, Medical Companies (NSW only), Public
Companies limited by shares (not available via Thrifty-Net).
Q: Can a person under 18 years of age be a
director or member of a company?
A: A person is not permitted to be appointed
as a director of a company unless they have attained the age of 18 years. As
the initial members are required to sign the constitution they must also have
attained the age of 18 years. (There may be adverse consequences for the
company if the constitution is signed by a person under 18 years of age).
Members appointed after registration of the company may be under 18 years of
age, as they are not required to sign the constitution.
Q: Can I register a company for non resident
officeholders and members?
A: For proprietary companies, at least 1
director must reside in Australia. The office of secretary is optional for
proprietary companies, but if appointed one must reside in Australia.
A public company must have a minimum of 2 Australian resident directors and 1
Australian resident secretary.
Q: Can the registered office and PPB (Principal
Place of Business) be located overseas?
A: No, the registered office and PPB must be
in Australia. (PO boxes are not acceptable).
Q: Can the registered office of a company be a
PO Box?
A: No. The registered office is to be an
address where notices to the company can be served. The company must have a
physical registered office in Australia and must inform ASIC of the location of
the office within 14 days of any change by lodging a Form 484.
Q: Is it possible for a PO Box to be nominated
as a Principal Place of Business address?
A: No, like the Registered Office, the
Principal Place of Business must be a physical address within Australia.
Q: Who can be a shareholder?
A: Shareholders can be natural persons and
registered companies. Companies registered overseas can be shareholders of
proprietary companies registered in Australia. (There may be restrictions
regarding companies registered overseas holding shares in companies registered
in Australia).
Q: What is the difference between the
constitution update service and the conversion to single director/member
service?
A: The constitution update deletes all the
provisions of the existing constitution (except for provisions that contain
special classes of shares or share rights) and adopts a new constitution (4
copies) which includes sole member/director provisions, abolishes Annual
General Meetings and abolishes the requirement that a company must sign under
common seal. The conversion to single director/member adds provisions to the
existing constitution to permit the company to become a single director/member.
Q: What is the minimum and maximum age of
members/shareholders?
A: The Corporations Act does not define the
age of a shareholder, however shareholders should have the capability of
signing their name and understanding what they are signing. The initial
shareholders in a company should be 18 years of age or over as they are
required to sign the Constitution of the company. There may be adverse
consequences for the company if the Constitution is signed by a person under 18
years of age.
Q: What type of share structure does our
proprietary company limited by shares contain and what is the authorised
capital?
A: Our Constitution contains 25 classes of
shares with various rights. Companies no longer have an authorised capital. The
Company Law Review Act 1998 repealed the provisions in a company's constitution
stating the amount of the company's share capital and dividing the share
capital into shares of a fixed amount. This means that all companies have
ceased to have an authorised capital. Therefore, there is no concept of a
maximum number or value of shares the company can issue.
|
Class
of Share
|
Voting
Rights
|
Dividend
Rights
|
Winding
Up Surplus & Profits
|
Subject
to Redemption
|
|
Ordinary
|
Yes
|
Yes
|
Yes
|
No
|
|
‘A’,
‘A1’, ‘A2’
|
Yes
|
Yes
|
Yes
|
No
|
|
‘B’,
‘B1’, ‘B2’
|
Yes
|
Yes
|
No
|
No
|
|
‘C’,
‘C1’, ‘C2’
|
Yes
|
No
|
No
|
No
|
|
‘D’,
‘D1’, ‘D2’
|
Yes
|
No
|
Yes
|
No
|
|
‘E’,
‘E1’, ‘E2’
|
No
|
Yes
|
No
|
No
|
|
‘F’,
‘F1’, ‘F2’
|
No
|
Yes
|
Yes
|
No
|
|
‘G’,
‘G1’, ‘G2’
|
No
|
No
|
Yes
|
No
|
|
‘H’
Red Pref
|
No
|
Non-cumulative
pref dividend at 5% pa on paid issue price
|
No
|
Yes
|
|
‘I’
Red Pref
|
No
|
Yes
|
No
|
Yes
|
|
‘J’
Red Pref
|
Yes
|
Yes
|
No
|
Yes
|
This
Share Structure is not available with some types of companies.
Please
contact our Customer Service Department for further information.
Q: Does a business name need to be ceased prior
to registering a Company of the same name?
A: Providing all the proprietors of the
business name are to be members (shareholders) of the new company, it is not
necessary for the business name to cease. If you do not wish the business name
to cease we will carry out a business name search to confirm that all current
proprietors of the business name are also proposed member(s) of the company. An
additional fee will apply.
Q: Is it compulsory to have a company secretary?
A: CLERP 1-4 legislation, which came into
effect in March 2000, includes the provision that it is no longer mandatory for
proprietary companies to appoint a secretary. Public companies must continue to
have at least one Australian resident secretary. A proprietary company may have
one or more secretaries, in which case at least one of them must be an
Australian resident.
Q: What is unique about our Constitution?
A: We have included some specific matters in
our constitution that are not covered by the Replaceable Rules.
They are as follows:
Q: Why doesn't it state that the company is a
'sole' member/director company in the Constitution?
A: The constitution allows for the company
to be both a multiple member/director and sole member/director company.
Sections of the constitution refer to guidelines for procedures if the company
has "only 1 director" or if the company has "more than 1 director" etc.
Q: What is a discretionary trust?
A: Sometimes called a "family" trust. A
discretionary trust is established by a Deed between the person who sets up the
trust (the Settlor) and a Trustee. In a discretionary trust, the Trustee has a
discretion to decide whether any sum is to be paid to the beneficiaries, and if
so, how much.
Q: What is a unit trust?
A: A unit trust is generally a fixed trust
where the beneficiaries and their respective interests are identified by their
holding "units" in a manner similar to the holding of shares in a company. Unit
trusts are common for property and investment trusts and joint ventures and
were developed for commercial type ventures where a readily transferable
interest in the trust is desired.
Q: What is the advantage of having a Corporate
Trustee instead of Individual Trustees in a Superannuation Fund?
A: With individual trustees, the sole
purpose of the fund must be to provide old age pensions. With a Corporate
Trustee the fund has the flexibility of lump sum or pension payments.
Q: What is a Loan Agreement?
A: A Loan Agreement is an agreement between
the borrower (usually a shareholder) and their company. If a Loan Agreement is
not in place, any loans which are made to the shareholder are deemed to be
dividends and taxed accordingly.
Our standard Pty Ltd constitution also includes a Division 7A loan agreement
between the company and its members (for no additional fee).
Q: What is included in the Shareholders Loan
Agreement Kit?
A: 2 copies of the loan agreement (1 copy
for the company, 1 copy for the borrower/shareholder), Minute of Meeting of
Directors approving the loan agreement, and a copy of applicable sections of
the Income Tax Assessment Act.
Q: What is a conversion to a 1 member/director
company?
A: The first Corporate Law Simplification
Act 1995 made it possible for companies to operate with only 1 individual. This
individual can be the member, director, secretary and public officer. The
conversion does not restrict the company from having more than 1
member/director. The conversion service adds provisions to the company's
current constitution to allow the company to have a minimum of one
member/director. Our service also includes documentation to resign any outgoing
officeholders, appoint a new secretary and transfer shares, if required.
Q: How long does it take to deregister a company?
A: It takes about three months for a company
to be deregistered. If the company complies with all requirements of
deregistration, ASIC will give notice of the proposed deregistration:
-
on its national database; and
-
in the Commonwealth Gazette
Two months after the Gazette notice, ASIC will deregister the company and give
notice of the deregistration to the applicant, as nominated on the application.
Q: Is the company name available to be used for a
new company registration after deregistration?
A: As soon as the company is deregistered
the name of the company becomes free to be used for another company
registration. However, ASIC may refuse to register the name if it is identical
to another name or an objectionable or restricted word.
Q: Will I receive confirmation of all details
of my company before registration?
A: No. Electronic registration is extremely
quick, so there is no time to advise details prior to registration. For this
reason it is imperative that all details are entered correctly and checked
thoroughly before the order is sent to us.
Q: Can I enter
initials instead of a full name for an officeholder or shareholder if I am
unsure of the full name?
A: No,
the full given name(s) and surname must be entered as ASIC do not accept
initials.
Q: What documents are provided if I place an order
for a change of company name?
A: After the new name has been reserved,
documents will be posted to you to complete the change of name. The documents
include: resolution of directors or record of decision of sole member . notice
of meeting . consent to notice shorter than is required . minutes of meeting of
members . notification of resolution (Form 205) . form 5 (if applicable) The
Form 205 (and Form 5 if applicable) is to be dated and signed and posted to our
office. All other documents are to be signed and filed in the company register.
