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.
Register
associated domain names for your new (or proposed new) company
For a .com, .net, .org, .biz, .info and .us domain names (you may want to secure them now to ensure that they are not taken by someone else), use the following search (and optional registration) feature -
For a .com.au and .net.au domain names (you may want to attempt to secure them now to ensure that they are not taken by someone else), use the following search (and optional registration) feature -
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for new companies are particularly out of date, a copy of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 -
'The company does not have a Constitution - it is
instead relying upon the Replaceable Rules as it is
entitled to do under section 134 of the Corporations Act 2001.'
(Use the above if the company does not have the same
person as a sole director and sole shareholder.)
or
'The company does not have a Constitution (it is
not required under the Corporations Act 2001 to have a Constitution).
As the same person is the company's sole director and
sole shareholder, sections 201F and 198E of the Corporations Act 2001 provide the company's rules of internal management.'
(Use the above if the company has the same person
as its sole director and sole shareholder.)
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.
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.)
Notifying ASIC about changes 'in or to the company'
Generally speaking, a company has 28 days to notify ASIC, using a
form 484,
of changes such as the following -
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 (state by state registration regime)
If you have just used Incorporator to register a company you may want to make use of the links further below in the following two common scenarios -
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 lodge a form advising the relevant state 'business names office(s)' that the company, Smiths Pty Ltd, is now trading under the 'Smiths' business name instead of yourself. Alternatively, if you want to relinquish your existing state registered business name, you will have to lodge a form advising the relevant state 'business names office(s)' that you are ceasing to trade under that name.
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 lodge an application form to register the business name, 'Jacko's Burgers', at the 'business names office(s)' of all those states in which the company proposes to carry on business under this business name.
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.
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.)
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.)
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.
ASIC's
'Replaceable Rules Outlined'
(This is a direct link to ASIC's very informative summary
guide as to the content of the replaceable rules. This link
is not to suggest that Incorporator has any association
or affiliation with ASIC or any sponsorship from, or endorsement
by, ASIC.)
Oz
NetLaw
(This is a non-profit site which provides free legal information, advice and fact sheets about internet and e-commerce related law. This site will be particularly useful to IT start-up companies.)
Aussie Résumés
Provides professionally written individual and company CV's for financial, client marketing, and other associated purposes.
Wizard Home Loans
Get into your own home faster with competitive rate loans to suit your needs. We say "why not".
Open A European Company
Offering company formation services as a total package throughout Europe including company incorporation, bank accounts, tax planning, virtual and physical offices, legal and accountancy services.
UK Company Formation
Did you know that you can form UK limited liability companies from here in Australia without any of the shareholders or directors needing to live in the UK (or be UK citizens)? And did you know that you could do so with our UK company formation site, UKcorporator, for £69.99 (all-inclusive) and by paying our fee with your Australian credit card?
