What types of companies can you provide?
Will I receive confirmation of all details of my company before registration?
When will I receive the company documents?
Do I need to lodge any documents with ASIC following the registration of my
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?
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?
Can the registered office of a company be a PO Box?
Can the Principal Place of Business address of a company be a PO Box?
Can the registered office and PPB (Principal Place of Business) be located
overseas?
Who can be a shareholder?
What type of share structure does the proprietary company limited by shares
contain and what is the authorised capital?
What is the minimum and maximum age of shareholders?
Can a person under 18 years of age be a director of a company?
Can I register a company for non resident officeholders and shareholders?
Can I enter initials instead of a full name for an officeholder or shareholder
if I am unsure of the full name?
Is it compulsory to have a company secretary?
Does a business name need to be ceased prior to registering a Company of the
same name?
What is unique about your Constitution?
What is meant by replaceable rules?
Where are the replaceable rules located in your Constitution?
What are the rights of ordinary shares and why are they not defined in your
Constitution or the Corporations Act?
Will I receive a common seal with my company order?
How are documents executed without a common seal?
How long does it take to deregister a company?
Is a company name available to be used for a new company registration after
deregistration?
What is the difference between the constitution update service and the
conversion to single director/member service?
Q: What types of companies can you provide?
A: Proprietary companies limited by shares,
Superannuation Trustee Companies, Medical Companies (NSW only), Public Companies
limited by shares.
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: When will I receive the company documents?
A: If you place your order via our online
ordering system, your company documents will be delivered to you by email as
soon as the company is registered. If you order the DIY Print, Slimline or Full
Register presentations, a copy of the documents will also be delivered by
overnight courier.
Q: Do I need to lodge any documents with ASIC
following the registration of my company?
A: No, the Consents to act as director,
secretary and for the shareholders to take up shares, the Constitution and other
documents should be signed and filed in the company register.
You can apply online for an ABN via the Australian Business Register at
ww.abr.gov.au.
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: I have reserved a company name and now
wish to register that name. What do I need to do?
A: A letter of withdrawal, addressed to ASIC,
must be provided to us by the person or organisation whose name appears as
applicant on the 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 the company's registered office being located there.
When adding the registered office address to the database, enter the Occupiers
name in the Care of field.
Q: Can the registered office of a company be
a PO Box?
A: No. The registered office is the 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 28 days of any change by lodging a Form 484.
Q: Can the Principal Place of Business
address of a company be a PO Box?
A: No, like the Registered Office, the
Principal Place of Business must be a physical address within Australia.
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: 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 type of share structure does the
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: What is the minimum and maximum age of
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. 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 a person under 18 years of age be
a director 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.
Q: Can I register a company for non resident
officeholders and shareholders?
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 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 does not accept initials.
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: 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 members of the company. An
additional fee will apply.
Q: What is unique about your Constitution?
A: We have included some specific matters in
our constitution that are not covered by the Replaceable Rules. They are as
follows:
1. A specific provision dealing with conflicts of interest that banks and
other lending institutions generally seek when lending money to a proprietary
company.
2. A provision relating to the discretion of directors to refuse to register a
transfer of shares without giving any reason rather than relying on the proposed
replaceable rule.
3. Rules relating to calls on shares and forfeiture of shares that may apply
if the issue price of a share is not fully paid (although par value has been
abolished, shares still have an issue price); and
4. Rules providing for the indemnification of directors and director's
insurance.
5. Our Constitution also contains a comprehensive division of shares with
various rights.
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 meant by replaceable rules?
A: Companies may have a set of rules known
as a "Constitution". 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 your 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 your 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: 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 a Rubber Stamp (an additional charge applies).
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: 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 a 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: 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 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. The
conversion does not restrict the company from having more than 1
member/director.
Both services include documents to resign any outgoing officeholders, appoint a
new secretary and transfers shares, if required.
