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Yes! When you register a company with us we can set up the company in your CAS 360 software without you needing to rekey the information. Simply authorise us in App Connect in your account and select Push to CAS 360 when registering the company. Once the company is registered we will push the information to CAS 360 and send you an email link to the newly created company.
Note: At this stage we can only connect with one CAS 360 account per organisational login.
We also create a .CMY file of company information for all companies that we register. If you use the desktop version of CAS simply upload this file to the software to create the new company record in CAS.
Complete and submit details on the ABN Tab of our online company registration form. (You will be prompted to set up two-factor authentication (2FA) if you haven't already).
With the ABN application we can also register for any of the following:
All these registrations can be applied for in the one company registration form, meaning you don't need to visit any other websites after the company is registered with ASIC.
Before we can register a company in accordance with the Corporations Act 2001, we require signatures from the directors, to show they consent to act, and from the members/shareholders, to show they agree to be bound by the constitution of the company (or an acknowledgment that these people have otherwise provided these consents).
We still provide clean consent forms with the company register, that basically look a little nicer than, say, a thrice-faxed consent signature!
Not much - basically, older companies will have a memorandum and articles of association, and newer companies (basically those registered since 1 July 1998) will have a constitution.
The memorandum and articles of association of a company mostly contained what is now contained in a constitution, although there are fewer restrictions on what must be contained in a constitution (for example, a constitution does not need to set out the objects of the company, and does not need to provide a limit on the number of shares the company can issue (or "authorised capital")).
Both sets of documents basically provide for the terms of the relationship between the directors, the members (shareholders), and the company.
If your memorandum and articles of association or company constitution is old or has been lost, you can order an adopt a new constitution online.
You can - simply indicate the share classes in the online instruction sheet. You can select any of our Suggested share class rights (e.g. Class AA, Class BB etc.), that are defined in schedule 1 of our constitution.
Otherwise, you can select Custom Shares (e.g. Class A, Class B, etc.), with the option to provide your own special rights or copy the rights from our suggested classes. If you tell us any special rights that are to attach to the shares, we can put this in the initial directors' resolution. Otherwise, the shares will be issued with the classes stated, but unless the directors otherwise resolve, the shares will have the same rights as ordinary shares (i.e., a right to vote, a right to dividends, and a right to capital on winding up of the company).
I note that the constitution has "suggested share classes". How do the share classes work, and do I need to use the suggested share classes and labels?
Unfortunately, there is no such thing as "standard" rights attaching to different classes of shares. Therefore, an "A" class share for one company may have entirely different rights to that of an "A" class share in another company.
Under subclause 4(b) of our constitution, the directors of the company can issue shares "to such persons on such terms and at such times and with such preferred, deferred or other special rights, whether with regard to dividend, voting, return of capital or otherwise, as the Directors think fit".
The directors give effect to this (i.e., giving shares special rights) by setting out those rights in the directors' resolution authorising the issue of the shares.
Subclause 8(c) allows shares to be issued with the rights suggested in Schedule 1:
"Without limiting in any way the classes of shares that the Company may issue or the rights that may attach to any classes of shares or the variation of such classes or rights, the Company may issue new shares, or (subject to this clause) vary existing shares, of a designated class and with rights attaching to that class as suggested in Schedule 1 to this Constitution".
However, many of our members want to use their own class system when issuing shares, rather than using the classes and rights suggested in Schedule 1.
Therefore, if members want to use the suggested classes in Schedule 1, they can simply order a company with shares designated with those particular class "names" (eg, "AA", "BB", etc). Note that, originally, the constitution did not have any "suggested" classes, but this was later incorporated on the request of some members, and we now use "AA", "BB" etc, as these are less likely to cause confusion and/or conflict with orders from members who wish to use their own class system, without knowing of the rights attaching to the suggested classes.
If they designate the shares with something other than those used in Schedule 1, then the directors of the company will need to specify what special rights, if any, attach to those classes of shares. Where we are instructed what special rights attach, this is incorporated into the first directors' resolution of the company. If not, unless the company has otherwise documented the rights that attach to the shares (we get so many orders separating shares into different classes, that it is clear that many members may have their own system), then the shares will simply have the rights attaching to ordinary shares. That is, the shares will carry a right to vote, a right to dividends declared for those shares, and a right to a proportionate share of capital on winding up of the company.
If this was not the intention, then the directors may be able to recognise or affirm, by resolution, that the original issue of shares was meant to carry certain rights, though legal advice may need to be sought on the efficacy of this if there is nothing else documenting this intention.
Otherwise a special resolution of the company can change the rights attaching to shares (refer, eg, subclause 8(a)), though, again, legal advice may need to be sought on the consequent effects of this.
We do not warrant that our constitution is suitable for any particular purpose - persons ordering a company (normally accountants) need to satisfy themselves that the company is suitable for their clients. It is a standard constitution, which may not be appropriate for all purposes (in particular, it may not be suitable for some professions which have special requirements - persons in such professions should consult with their respective professional association). We are also unable to make anything more than very minor changes to our constitution, and we require precise wording when doing so.
Where an error has been made on setting up a company (i.e., on the Form 201 lodged with ASIC), this can sometimes be fixed by lodging a Form 492 setting out the error, and sometimes proving to ASIC the reason for the mistake (e.g., a photocopy of the original instructions setting out the correct information). The Form 492 makes the changes as at the date of registration of the company.
If you would like the documents to be updated to reflect the correction, please email a copy of the form 492 (before you send it to ASIC) to info@docscentre.com.au and we will update the register documents.
*Note: If ASIC will not correct their records with a form 492, it may be necessary to lodge a Form 484, which advises ASIC of changes to the company after it has been set up. These changes are made as at the date of the relevant change and the form 484 should be filed under ASIC Correspondence in the company register. If a change is lodged using a form 484, we will not update the company register documents.
Where an individual has reserved a name and then wants to set up a company with that name, they must write a letter to ASIC asking them to "un-reserve" that name (including the reference number originally given to them by ASIC). Only the person who originally applied for a company name reservation with ASIC has the power to un-reserve that name.
When placing an order online with a reserved name the website will prompt you to complete a Letter of Cancellation of Reservation which then needs to be forwarded to us to be provided to ASIC along with the company application.
If you asked us to reserve the name, the process is much easier. We apply for company reservations electronically and therefore can also un-reserve and register a company name simultaneously, electronically to ASIC. This saves time for both parties and restricts your company name from ever becoming available for other people to take!
A company name is available unless it is identical to a name that is currently reserved or registered under the Corporations Act 2001 for another body, or is identical to a name that is included on the national business names register in respect of another individual or body who is not the person applying to have the name, or is unacceptable for registration under the Regulations.
You can check the availability of a company name on ASIC's name availability check - enter the company name you would like to register and hit the search button. Names that are shown as identical are unavailable, however if it only shows as similar it will usually be accepted.
If the name is available, enter this as your proposed name in the online application (where you can also check availability). There's also the option to provide an alternate name in the event the first preference isn't accepted by ASIC.
Note: This process only lets you know if the name is available on ASIC's registers. It does not guarantee that the name is legally "safe". For example, the name "Nike Shoes Pty Ltd" might be available, but Nike might have a problem with you running a business through this company.
If your proposed company name is identical to a registered business name(s), ASIC must be satisfied that the proposed company is entitled to the use of the name under s147. The online order form will ask you to provide the ABN of the business name holder (or the BN in older registrations), which we then provide to ASIC.
It is important to note that the business name holder must be involved in the new company registration according to the following ASIC rules:
| Where the business name holder is.. | The name is only available to the proposed company if... |
|---|---|
| An individual | That individual is a proposed company director or member |
| A company | That same company is a proposed member |
| A partnership or joint venture | Each of the partners is a proposed company director or member |
| A trust | Each of the trustee is a proposed company director or member, and you have provided ASIC with a copy of trust deed |
Where the business is owned by a trust for which the directors/shareholders are trustee, please email a signed copy of the trust deed to info@docscentre.com.au when submitting your online order so that we may provide to ASIC.
The people wanting to set up the company are currently non-resident. Will there be any problems in registering an Australian company?
All Australian companies need at least one Australian resident director, and if there is a secretary, at least one secretary needs to be an Australian resident, as well. Shareholders can be non-residents, but there may be tax implications for this (you will need to consult a specialist regarding these, if any). The registered office and principal place of business also need to be in Australia, although this can be changed relatively painlessly at any later time (we provide a service of notifying ASIC of changes such as these, and preparing certain related documents, here).
There are some extra costs, but it is relatively straightforward. We provide a service of notifying ASIC of changes such as these (in this case, a change to the registered office and/or principal place of business of the company), and preparing certain related documents, here.
Can the company office address be outside Australia?
A company's address for its registered office, or place of business, must be in Australia. Refer Regulation 1.0.14 of the Corporations Regulations 2001:
1.0.14 Address of registered office or place of business
If notice must be given under these Regulations of:
(a) the address of an office or a proposed office; or
(b) the address of a place of business;
of a corporation or a person, the notice must include:
(c) if applicable, the number of the room in which; and
(d) if applicable, the number of the floor or level on which; and
(e) the place in Australia in which;
the office or place of business is, or is to be, situated.
Can I set up an Australian company with just foreign directors?
No. At least ONE director has to be resident in Australia. Refer S.201A of the Corporations Act 2001.
Also, a company is not required to have a secretary, but it if it does, then that secretary (or at least one of them if there is more than one secretary) must ordinarily be a resident of Australia. Refer S.204A.
If I put down an Australian address for the director, will ASIC follow him up to see if it's his address?
We are not sure whether ASIC makes any inquiries beyond the information provided to them in the Form 201, and it is possible they may be satisfied if the director's address is an Australian address. However, for the purpose of lodging an application to register a company under S.117 of the Corporations Act 2001, S.205D provides that an officeholder's address must generally be their usual residential address.
Of course, this just sets out the requirements for including an address on an application form, and does not change the requirements of S.201A.
If you are concerned about whether or not the company will meet these requirements, you may want to consider appointing an additional director who is definitely a resident of Australia.
The requirement to have a public officer is not found in the Corporations Act 2001 - it is a requirement of the tax law. S.252 of the Income Tax Assessment Act 1936 (ITAA 1936) requires every company carrying on business in Australia, or deriving in Australia income from property to be represented for the purposes of the tax law "by a public officer duly appointed by the company or by its duly authorised agent or attorney".
If the instruction sheet tells us who the public officer will be, we will ensure that this appointment is recorded in the first directors' resolution.
However, the company still needs to inform the ATO of the identity of its public officer within 3 months of commencing business or deriving income in Australia (we do not notify the ATO about the public officer unless you register the company's ABN with us). You can normally do this when the company submits its ABN/TFN registration.
Note that, if the company is not intending to apply for an ABN or TFN it will still need to notify the Commissioner of the identity of its public officer, unless the company will not be carrying on business in Australia, or deriving income from property (for example, interest, rent or dividends) in Australia. Please contact the ATO for how best to do this.
The corporate key is an 8-digit number uniquely associated with a company's ACN. In many respects it is similar to the PIN on a bank account and is used to keep your company information secure. Every company needs only one corporate key.
Once you have a corporate key you can register to view your company records and lodge documents for your company online. Once you have online access you will no longer need to use your corporate key to lodge online.
The corporate key is sent by ASIC to the registered office within a day or two of registration.
If your corporate key has been lost, you can apply for a new one with ASIC.
Why do your resolutions require all directors/members to sign them?
S.248A of the Corporations Act 2001 allows companies with more than one director to pass a resolution without a directors' meeting being held if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document (also called "circulating resolutions").
S.248B also effectively requires resolutions of sole director companies to be made by written resolution (since it would be a bit weird to require a sole director to make decisions about the company in a meeting with him (or her) self).
Since the requirements for holding a meeting (such as sending out notice of the meeting) and for proving the meeting took place are more difficult than simply having all of the directors sign the resolution, all of our resolutions are simply written resolutions, required to be signed by all of the directors (instead of "Minutes of a meeting"). Note that, if your company still wants to hold directors' meetings (e.g., if one of the directors refuses to sign the resolution), the company can still hold a meeting and set out any resolutions made in that meeting in minutes of the meeting.
Is it possible for a single director of a company with more than one director to execute documents on behalf of the company?
S.127 of the Corporations Act 2001 (in particular S.127(1) and (2)) sets out some of the ways that a company can execute documents (including deeds), including by having the document signed by two directors of the company, or by a director and a company secretary of the company (with or without using a common seal). However, S.127(4) states that "This section does not limit the ways in which a company may execute a document (including a deed)."
In response to requests from members, under our constitution (clauses 107(c) or 108(c), depending on whether the company uses a common seal), the directors are able to nominate a particular director to sign documents on behalf of the company. This nomination should ideally be set out in a written directors' resolution.
It should be noted that where documents are not signed in accordance with S.127(1) or (2), people dealing with the company may not be able to rely on the assumptions set out in S.129(5) and (6) (i.e., they cannot assume that the director has been duly appointed and authorised to act as a director).
How can I cancel shares already issued?
We cannot do this for you, but it appears this can be done under S.256C of the Corporations Act 2001. If some people's shares are getting cancelled and not others, this may be more problematic (although it may simply require a special resolution). Refer also to S.256B.
We only provide these details to give you a head start, and it may be worthwhile calling ASIC. There may also be both CGT and stamp duty issues to consider.
What other company services do you provide?
Company-related services we provide (other than to Register a Company) are:
Absolutely, we can organise to reserve a company name for up to two months. For more information, please see here.
No, this has not been a requirement since section 271 of the Corporations Act was repealed in January 2012 (with the commencement of the Personal Property Securities Register); however, companies are still required to maintain a register of charge details up to that point in time.
A company must have a registered office within Australia. This is where all communications and notices from ASIC (including the corporate key) will be sent.
The company seal will arrive 2-3 days (mail depending) by Australia Post. It will be sent to the delivery address you provided. Please contact us if your seal still hasn't arrived after this time.
Within two days of the company being registed a letter with your corporate key will be sent directly from ASIC to your registered office.
If your corporate key has been lost, you can apply for a new one with ASIC.
The minumum price per share is $0.01
The maximum number of shares you can register in a company online is 9,999,999
The maximum price per share is $9,999,999.99
Any person or a legal entity can own shares in a Pty Ltd company. If the owner of the shares is entitled to the direct benefit from the shares, the shares are beneficially held. If the shares of the company are owned for the benefit of someone else, then the shares are not beneficially held.
A beneficial owner is a person who enjoys the benefit of ownership even though the title of the asset is in the name of another person/entity.
If the beneficial owner of shares is a trust, the shares will be held non-beneficially by the trustee(s) of the trust.
Preference shares, also known as preferred shares, have the advantage of a higher priority claim to the assets of a corporation in case of insolvency and receive a fixed dividend distribution. These shares often do not have voting rights and can generally be converted into ordinary shares.
In the event of bankruptcy or liquidation, preference shares are paid according to their par value only after payments are made to outstanding debt holders. Preference shareholders receive payment prior to ordinary shareholders.
In contrast, ordinary shares have a lower priority for company assets (in the event of liquidation) and only receive dividends at the discretion of the company (ie. where dividends are declared). However, ordinary shareholders have a right to vote and are generally entitled to one vote per share.
Fully paid shares are shares issued for which no more money is required to be paid to the company by shareholders on the value of the shares. When a company issues shares upon incorporation or through an initial or secondary issuance, shareholders are required to pay a set amount for those shares. Once the company has received the full amount from shareholders, the shares become fully paid shares.
In contrast, with unpaid shares none of the value of the shares is paid into a nominal account at the point the shares are issued, although the shareholder retains the liability to pay at a later date. Shares can also be partly paid, where part of the value is paid up front but with an amount remaining unpaid until a later point in time.
Ordinary shares have a right to vote, a right to dividends, and a right to capital on winding up of the company.
(The rights for ordinary shares are not set out in the company constitution, nor do they need to be.)
ASIC has no age requirement for shareholders.
However, any document signed by a child under 18 years of age may not stand up to scrutiny. Many choose for a parent/guardian to hold the shares non-beneficially on behalf of the child, who would be the beneficial owner.
Yes! When you register a company with us we can set up the company in your CAS 360 software without you needing to rekey the information. Simply authorise us in App Connect in your account and select Push to CAS 360 when registering the company. Once the company is registered we will push the information to CAS 360 and send you an email link to the newly created company.
(Note: At this stage we can only connect with one CAS 360 account per organisational login.)
We also create a .CMY file of company information for all companies that we register. If you use the desktop version of CAS, simply upload this file to the software to create the new company record in CAS.
Yes, a company that has been deregistered can be reinstated in certain circumstances. If approved by ASIC, reinstatement will restore a company's registration as if it had never been deregistered.
For more information and to apply to ASIC for reinstatement (if you meet the criteria), please visit ASIC's website, or email us at info@docscentre.com.au with any questions
Even though companies are registered Australia-wide, you must nominate the state or territory in which the company will be registered in.
As a very general guide, the state or territory of the head office, or where the company will mainly conduct business, may be appropriate.
The governing state can be changed in the future, but this can be costly, so it may be best to seek advice before registration if you are unsure. We are unable to advise on which state/territory to choose.
Yes, before we can register a company in accordance with the Corporations Act 2001, we require signatures from the directors, to show they consent to act, and from the members/shareholders, to show they agree to be bound by the constitution of the company (or an acknowledgment that these people have otherwise provided these consents).
We still provide clean consent forms with the company register.
To obtain consent from your clients before ordering the company registration online, you can use these sample consents:
Yes, please feel free to use this Consent to Act as an Officeholder and Consent to Act as a Member.
A company's ACN must be shown on company documents to ensure identification of the company when transacting business.
The ACN should appear on all of of the company’s 'public documents' and 'eligible negotiable instruments'. These include all documents that are lodged with ASIC, orders for goods and services, business letterheads, cheques, and written advertisements making a specific offer capable of being accepted.
The ACN should be clear, easily readable and obvious as to the company to which it relates.
Where the ACN is not required
There are certain items where the ACN is not required, including packages and labels (including envelopes), advertisements that don't make a specific offer capable of acceptance (such as advertisements that promote the company and its goods and services in general), credit cards and vouchers, cash-register receipts, business cards and 'with compliments' slips.
ASIC provides more information on their website.
S.153(1) of the Corporations Act 2001 provides that “A company must set out its name on all public documents and negotiable instruments.”
However, our view is that business cards are not “public documents” or negotiable instruments. ASIC states that “public documents” and “eligible negotiable instruments” include “all documents that are lodged with ASIC, orders for goods and services, business letterheads, cheques, and written advertisements making a specific offer capable of being accepted.” We note that the above does not include business cards (although it does include business letterheads).
Also, ASIC states that a company’s ACN is not required on business cards. This indicates to us that “Pty Ltd” also would not be required on business cards.
However, the above is only intended as preliminary advice, and we cannot confirm that “Pty Ltd” does not have to appear on business cards. Also note that penalties apply if a company’s full name and ACN is not set out when required – refer in particular to S.153(3) of the Corporations Act. It may be appropriate to obtain independent legal advice in this regard.
Company directors and secretaries are required to give ASIC details of their usual residential address on various forms and applications. Address details form part of ASIC's public database and will be available to the public. In certain circumstances, it is possible to apply to ASIC for approval to have your usual residential address suppressed on their public database and, in its place, to use an alternative address.
There is more information about suppressing an address on ASIC's website.
If your client has already been granted an address suppression and you now want to register a company for them, please list their approved alternative address in the form and provide Special Instructions to this effect (including the suppression code provided and email us the approval letter from ASIC).
Generally, the company secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the board of directors are implemented.
In order for ASIC to register a company name that's identical to a business name, all of the holders of that business name need to be involved in the company as either director or shareholder. (In the instance that the business name is owned by a trust, all trustees must be director or shareholder in the proposed company and we need to provide ASIC with a copy of the trust deed).
You can either include the business name holders in the company as directors/shareholders OR change the holding of the business to be held by a director/shareholder of the company.
To change the holder of a business name, you must complete a business name transfer. You cannot change the holder of a business name by updating the holder details.
To complete a business name transfer through ASIC, you will need to:
Follow ASIC's step by step guide on their website.
You will receive a transfer number from ASIC; you will need to provide this to the new business name owner so they can register the business name.
If you need any help with this, please email us at info@docscentre.com.au
As a trust is not a legal entity it cannot hold shares directly; any shares owned by a trust will be held on its behalf by the trustee(s). The trust will be the beneficial owner of the shares.
You can't use words that could mislead people about a company's activities. As "Trust" and "Trustee" are restricted terms, you must seek additional approval before you can use them in a company name (there is a cost involved in this).
To apply for ministerial consent and for more information, visit ASIC's website here.
If you have already obtained ministerial consent, please advise in the special instructions of your online company registration order and send a copy of the approval letter to info@docscentre.com.au
Some words and phrases cannot be used without the approval of a government minister. Some examples include:
You can't use words that could mislead people about a company's activities. This includes implying any association with the Australian government, the Royal Family, or any ex-servicemen's organisations.
ASIC may also refuse a name if it's considered offensive, undesirable or likely to be offensive or suggests illegal activity.
Please contact us if you have questions about a name you wish to use or whether or not it is likely to be restricted or prohibited.
If you have already obtained consent to use a restricted term in a company name, please let us know in the special instructions section of your online company registration order and send a copy of the approval letter to info@docscentre.com.au
You can only use certain characters in a company's name. The following characters are accepted:
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Accents/accented letter such as é, è, â, î, ô, ñ, ü, ï, ç cannot be used.
Yes. Even if ASIC accepts and registers a company with the name you have chosen, that is not a guarantee that the name will not infringe a registered trademark or will not be immune from a passing-off claim by another entity. Registration of the name only means that the name has been accepted by ASIC for registration in accordance with the Corporations Act 2001.
It is your responsibility to be aware of any similar names or trade marks that may affect your name. Visit the IP Australia website to search for existing trademarks.
You should seek legal advice if you are in doubt about the use of the name you have chosen.
Under the Corporations Act a special resolution is one that is passed by shareholders having a right to vote who collectively hold at least 75% of the total number of votes that can be cast.
A company's constitution can require a higher proportion of required votes.
A Director Identification Number (DIN) is a unique 15-digit code allocated to an individual who is or proposes to become a director of a company. The DIN is intended to prevent the use of false or fraudulent director identities.
Each person's DIN is retained for life and only one DIN is needed. A person does not need to apply for another one if they become a director of more than one other company.
Each person must apply for their own DIN to verify their identity. No one can apply on another person's behalf.
Anyone who is already a director, or intending to become a director, needs apply for a DIN. It is a criminal offence to be or be appointed as a director without a DIN.
Applications for a DIN are made online.
Each person must apply for their own DIN to verify their identity. No one can apply on another person's behalf.
