Tax aspects of incorporating your business
(The above links to a high quality publication by the Australian Taxation Office about various tax aspects - as well as some other aspects - of incorporating a business.)
 

Company Registers/Consents to Act as directors & secretaries/ Agreements to take up shares
The Corporations Act 2001 requires companies to set up and maintain various registers and to have various consents and agreements which must conform to specific legal requirements. Additionally, share certificates may be required to be issued. When you use Incorporator to help you form a company, Incorporator prepares all these documents for you, tailored by your answers to its questions. This is one reason why you may want to use Incorporator even if you already know how to incorporate a company i.e. to save you the task of preparing all these documents manually and ensuring that they comply with current legal requirements.
 

Company Name Availability
 

Apply online for an Australian Business Number (ABN), Goods and Service Tax (GST) registration, Tax File Number (TFN) etc. (as appropriate) for your new company
(The above links through to the relevant page of the government's 'Australian Business Register' website. There you can click on the 'Apply for Australian Business Number (ABN)' option - which option, by the way, amongst other things, also allows you to simultaneously apply for GST Registration and a TFN.)
 

Company and Legal Searches - www.accessinfo.com.au

Access Business Information (or 'Access Info') is a broker to ASIC and provides a wide range of online searching services including:

• ASIC company searches (e.g. you might simply want to order a public search of your own company just to see what information ASIC has, and discloses, about your company, and how, when, and in what format it does so)
• National Business Names searches
• National Land and Property Information
• AML (Anti Money Laundering), CTF (Counter Terrorism Financing), KYC (Know Your Customer) and KYE (Know Your Employee) reports
• REVS (Register of Encumbered Vehicles) searches
• NZ Company and Land Information
• Plus much more (click here for an Access Info brochure)

Incorporator customers can use the services of Access Info either -

• as a 'Pay As You Go' user. Simply click on this link, https://www.accessinfo.com.au/payg/company.castle, choose the search type required and enter your credit card details. Or call 1300 727 686 (6am-8.30pm Mon to Thurs, 6am-7pm Fri) or, on the weekend, email info@accessinfo.com.au. Searches are conducted by the experienced Access Info helpdesk team and are delivered within 2 working hours of receipt of your order.
• as a Registered member of Access Info (for persons or organisations who want to do searching more regularly, and who want a monthly account). Incorporator customers can become members of Access Info for a reduced membership fee and for special pricing on orders. Just download and complete the membership form for Incorporator customers, and either fax it to 1300 727 565 or email it to info@accessinfo.com.au. Or you can just call 1300 727 686. However, by using the membership form for Incorporator customers you will ensure that you receive a reduced membership fee as well as special pricing on orders (and you will also ensure that Incorporator gets the credit for referring you to Access Info).

Opening a Bank Account
Banks are likely to ask for -

• a copy of the company's 'Certificate of Registration' (often referred to as a 'Certificate of Incorporation'); and
• a copy of the company's 'Constitution' (or, if their forms for new companies are particularly out of date, a copy of the company's 'Memorandum and Articles of Association').

If the company does not have a Constitution, simply tell the bank, or write in the relevant space on the bank's account application form -

ASIC's 'Your company and the law' Guide
(This is a direct link to ASIC's very informative summary guide as to what you must do if you are a company director or secretary of a small company. This link is not to suggest that Incorporator has any association or affiliation with ASIC or any sponsorship from, or endorsement by, ASIC.)
 

Small Business Guide
(This is a very informative extract from the Corporations Act 2001 - it summarizes the main rules in the Corporations Act 2001 that apply to proprietary companies limited by shares - the most common type of company used by small business.)
 

Appointment of Public Officer
A company must appoint a 'Public Officer' within three months of it commencing to carry on business or deriving income from property in Australia, and notify the Australian Taxation Office (ATO) of the appointment (also within the three month period). The Public Officer must be an Australian resident human being and be at least 18 years old. The Public Officer is responsible for ensuring that the company complies with the tax law and for liaising with the ATO concerning the company's taxation matters. See section 252 of the Income Tax Assessment Act 1936.
 

Display of Company Name and ACN (or ABN)
(legal requirements)
 

ASIC's 'Checklist for registered companies and their officers'
(This is a direct link to ASIC's very informative checklist by that name. This link is not to suggest that Incorporator has any association or affiliation with ASIC or any sponsorship from, or endorsement by, ASIC.)
 

• change of registered office
• change of principal place of business
• change of director, director's name or address
• change of secretary, secretary's name or address
• change of member/shareholder's name or address
• change of, or change of name of, or 'cessation of', ultimate holding company
• change to special purpose company status
• change to share details (new issues, cancellations, transfers, changes to amounts paid up, changes regarding beneficial ownership or otherwise)

Business Names Registration
If you have just used Incorporator to register a company you may fit into one of the following two common scenarios as regards incidental business name registration -

1. Where you have 'incorporated your existing business name'. For example, you may have been a sole trader trading under your registered business name 'Smiths' and you may have now incorporated a company named 'Smiths Pty Ltd' to carry on the existing business. If you want the newly incorporated company to have the option of trading under the name 'Smiths', as well as under its own name, 'Smiths Pty Ltd', then you will have to transfer the business name to the company. Alternatively, if you want to relinquish your existing registered business name, you may simply deregister it.

2. Where you propose that your new company will, always or sometimes, trade under a name different from its own full name (note that the company's 'name ending' - e.g. 'Pty Ltd' - does form part of the company's full name). For example, you may have incorporated a company named "Jones' Enterprises Pty Ltd" to start-up a new business which will trade under the name 'Jacko's Burgers'. In this case, your new company will have to register a business name, 'Jacko's Burgers'.

Getting ASIC to reduce the Annual Review Fee for 'Special Purpose Companies'

Some superannuation trustee companies, home unit companies and not-for-profit companies fall within the definition of a 'special purpose company' in regulation 3 of the Corporations (Review Fees) Regulations 2003. And if ASIC is validly notified that a company is, or has become, a special purpose company, and ASIC receives the associated signed declaration, the annual review fee for the company will be reduced [see ASIC's special purpose company page and Schedule 1 of the Corporations (Review Fees) Regulations 2003].

In order to notify ASIC that a company is, or has become, a special purpose company, use an ASIC form 484.

And in order to supply ASIC with the associated signed declaration, use one of the following forms of declaration, as applicable -

• Home Unit Company Declaration
  
  
• Not-for-profit Company Declaration
  
  
• Superannuation Trustee Company Declaration
  

Share Certificates
Generally speaking, a company must issue share certificates within 2 months of it issuing shares - section 1071H(1) of the Corporations Act 2001. When you use Incorporator to help you form a company, Incorporator automatically prepares the relevant share certificates for you, tailored by your answers to its questions. However, in relation to your possible future need for share certificates, here is a Sample Share Certificate.
 

Common Seal / Company Seal

Director's resolutions and director's declarations - single director proprietary companies
See section 248B of the Corporations Act 2001.
 

Minutes of directors'/members' meetings and minutes of directors'/members' resolutions
See section 251A of the Corporations Act 2001 for the requirements regarding the preparation and signing of minutes of directors' meetings and directors' resolutions and minutes of members' meetings and members' resolutions.

Sample Outline - Minutes of Directors' Meeting
 

Members'/shareholders' resolutions
(This is a direct link to ASIC's summary guide entitled 'Company resolutions'. This link is not to suggest that Incorporator has any association or affiliation with ASIC or any sponsorship from, or endorsement by, ASIC.)
 

Member's resolutions of single member companies
See section 249B of the Corporations Act 2001.
 

Minutes of members' meetings and members' resolutions
See section 251A of the Corporations Act 2001 for the requirements regarding the preparation and signing of minutes of members' meetings and members' resolutions.
 

Annual General Meeting
A proprietary company no longer is required to hold an Annual General Meeting (AGM). However public companies are required to hold AGMs - see section 250N of the Corporations Act 2001.
 

Business Entry Point
(This is a very useful government site about establishing and running a business.)
 

Australian Taxation Office Website
(This is a very useful site which includes information about starting a business.)
 

Smart Start
This is IP Australia's (the Australian Patent and Trade Mark Office's) very useful and informative site on managing intellectual property in a new business.