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Frequently Asked Questions
  1. What will it cost?
  2. How long will it take?
  3. What will be involved?
  4. ECR - Electronic Company Registration
  5. Will I receive the ACN (Australian Company Number) online?
  6. Will I receive an ASIC Certificate of Registration online?
  7. Will I receive all the legally required documents online?
  8. How will I receive the documents?
  9. What documents will Incorporator generate?
  10. What about an ABN for the new company?
  11. What if I already have a registered business name?
  12. Do I have to pre-register or give out my email address?
  13. Can I form a company with just one person owning and directing it?
  14. Some additional advantages of using Incorporator
  15. Is Incorporator hard to use?
  16. What sort of information do I need to have at my fingertips?
  17. Who wrote Incorporator?
  18. Does Incorporator have any independent recognition or awards?
  19. Security - how will my payment over the internet be secured?
  20. Privacy & Confidentiality
  21. Refund Policy
  22. Will Incorporator look after the ongoing management and regulatory requirements of my company?
  23. What about a company/common seal?
  24. What about memorandums and articles of association, constitutions and replaceable rules?
  25. Background to the changes in the law relating to memorandums and articles of association, constitutions and replaceable rules
  26. Do you have any related company formation sites?
  27. Difficulties/Help Line/Queries/Contact Us
1. What will it cost?
$665 all up (including GST and including the ASIC company registration fee of $479) - payable online by credit or debit card (Visa, MasterCard, Amex or Diners) via a Secure automated online Westpac accredited payment system or by PayPal.

2. How long will it take?
Because you will be controlling the process, and because the process is an automated online 24/7 electronic system, the time it takes will ultimately depend upon the pace at which you proceed. The shortest time taken by a customer so far is a mere 5 minutes! (5 minutes from the time the customer started answering Incorporator's online questions to the time the company was incorporated and the customer had received, online, the company's ACN and all the associated legally required documents). The majority of customers get their company incorporated electronically (and get the ACN, ASIC Certificate of Registration and associated legally required documents online) within about 4 minutes of submitting their company incorporation application online through Incorporator, even if they are using Incorporator after hours (e.g. even at Midnight or on weekends). Occasionally however, the application can be referred by the ASIC computers for manual review which usually takes about 30 minutes (but if it is after hours or on a weekend, or on a public holiday, or between Christmas and New Year during which time ASIC closes, the manual review is deferred over until the next business day morning).

3. What will be involved?
Incorporator will simply ask you questions, one at a time, which you will mostly answer by 'pointing and clicking'. Sometimes you will type in the answers (for example when the question asks for the names and addresses of the proposed directors).

Optional guidance is available for all but the most basic of questions. There is also a free 1300 helpline (1300 653 373) answered from 9am to 5pm, Monday to Friday - excluding Public Holidays, if you have any questions or happen to need any assistance.

When you have finished answering all of Incorporator's questions you will have the option of either applying to register the company electronically online (in which case you will pay a single, all-up, secure online card payment of $665 - $479 of which is for the ASIC company registration fee which we pass on to ASIC) or lodging manually (in which case you pay $186 securely online by credit/debit card to Incorporator, plus $479 which you will pay directly to ASIC when you lodge the application to register the company at ASIC - either over the counter or through the post). But no matter which option you choose, Incorporator will automatically and immediately generate for you all the associated legally required documents in electronic form (registers, consents, agreements, share certificates etc.) for you to download and print out, on your own printer. These documents will have been tailored according to your answers to Incorporator's questions.

4.  ECR - Electronic Company Registration?
Yes. If you choose to use Incorporator's electronic lodgment option, you will be taking advantage of Incorporator's own internally developed ASIC registered EDGE-compliant ECR (Electronic Company Registration) computer software (no. 2046) to make your company incorporation application online 24/7.

5.  Will I receive the ACN (Australian Company Number) online?


Yes, if you choose to use Incorporator's electronic lodgment option, you will get the new company's ACN issued online (ASIC issues the ACN automatically and electronically to Incorporator, and Incorporator immediately, automatically and electronically makes the ACN available to you online). But if you choose to lodge manually (either over the counter or through the post), ASIC will issue the ACN manually and directly to you (either over the counter or through the post).

6.  Will I receive an ASIC Certificate of Registration online?
Yes, if you choose to use Incorporator's electronic lodgment option, you will get the new company's ASIC Certificate of Registration issued online - you can download the Certificate of Registration directly from the Incorporator website, and you may also choose, if you wish, to have the Certificate automatically emailed to you (ASIC issues the Certificate of Registration automatically and electronically to Incorporator, and Incorporator immediately, automatically and electronically makes the Certificate of Registration available to you online). But if you choose to lodge manually (either over the counter or through the post), ASIC will issue the ACN manually and directly to you (either over the counter or through the post).

7.  Will I receive all the legally required documents online?
Yes.

8.  How will I receive the documents?
You will be able to download the documents (in electronic pdf format) directly from the Incorporator website. You will also have the option of having the documents automatically emailed to you.

9.  What documents will Incorporator generate?
Incorporator will automatically generate, and electronically deliver, all the legally required documents for the incorporation of the proposed company, and all other documents which are legally required immediately following the incorporation of the company (as well as some additional registers for possible future use and the relevant share certificate(s)).

These documents are as follows (All of the documents will be pre-completed and tailored taking into account your answers to Incorporator's questions. They will also comply with all the relevant provisions of the Corporations Act 2001).

  • Application to incorporate
  • Director's consent(s)
  • Secretary's consent(s) (if applicable)
  • Occupier's consent for use of registered office (if applicable)
  • Member's consent(s)
  • Agreement(s) to take up shares (if applicable)
  • Share certificate(s)
  • Register of members
  • Register of charges
  • Register of option holders
  • Register of debentures
  • Member's guarantee(s) (if applicable)

You will also receive:

  • Access to a collated, standard set of rules for the governance of the company known as the 'Replaceable Rules' (these rules are an optional alternative to a 'Constitution')
  • Bank Account Opening Instructions
  • Access to initial guidance and resource links regarding ongoing legal and regulatory requirements
10.  What about an ABN for the new company?
You will not be able to get the (11 digit) ABN for the new company until your first get the (9 digit) ACN for the company (via Incorporator). Once you have the ACN for the new company you may then go to this government/ABR website, www.abr.gov.au, to get an ABN (and TFN and GST registration) for the company. If you give correct/appropriate answers on the ABR website, you will be able to get the ABN (and TFN and GST registration) for the new company issued immediately and online in the same internet session in which you applied for the ABN (and TFN and GST registration) online. The ABR website does not charge you any money for supplying you with the ABN (and TFN and GST registration) for the new company. The 11 digit ABN allocated to the new company will consist of two numbers added to the beginning of the company's 9 digit ACN.

11.  What if I already have a registered business name?

If you already have a registered business name, and you want to incorporate a company with that same name (plus, for example, 'Pty Ltd' at the end), you can do so via Incorporator. Incorporator will ask you appropriate questions in that regard (as you go through Incorporator's automated online interview process) and take that into account. But you should realize that even though you may think that you are 'incorporating your existing business/business name' you will actually be creating a new/separate legal entity (separate from your existing business) and that this has a number of consequences including the following three consequences.

One, you will need a new ABN for the new company - you will not be able to use your existing business's ABN (you will probably apply, via the ATO, to have your existing ABN cancelled).

Two, you will have to decide what to do with the existing registered business name. Commonly people have such a business name 'transferred' to the new company (allowing the company to trade either under its own full name including, for example, its 'Pty Ltd' name ending, or the 'shortened' business name and thus without the 'Pty Ltd' name ending). See this ASIC publication entitled Transfer a business name.

Three, if you are transferring/gifting/rolling over the existing business/existing business assets to the newly incorporated company (which is common) you should be aware of any tax consequences and you should at least get advice about the 'rollover provisions' - a starting point is to read this ATO publication entitled 'Rollover for an individual (includes sole trader) or trustee who incorporates'. And you should at least read this ATO publication entitled 'Tax aspects of incorporating your business'. Further, one of the assets commonly transferred/gifted/rolled over from the existing business to the newly incorporated company is the balance of the existing business's bank account (which bank account is commonly closed and the balance of which is commonly transferred to a newly opened bank account in the name of the new company).

12.  Do I have to pre-register or give out my email address?
No, you do not have to pre-register before using Incorporator. In fact, you don't have to register at all - you can just start using it (and without paying anything). However, if you want to save your inputs for your possible future use you will have to supply an email address as your username.

13.  Can I form a company with just one person owning and directing it?
Yes you can (but only since changes to Australian Company Law which became effective on 1 July 1998).

If you are forming a proprietary company limited by shares (i.e. a 'Pty Ltd' company ), the same person may be the company's -

  • sole member - i.e. shareholder or owner;
  • sole director; and
  • sole company secretary.*

Incorporator refers to this type of company as a 'one person company'.

A proprietary company limited by shares is the most common type of company and the type almost always used for the conduct of small and medium sized businesses which choose to operate as a company.

* Since a change in the law effective 13 March 2000, a proprietary company is no longer required to have a company secretary.

14.  Some additional advantages of using Incorporator
  • Automated, electronic online 24/7 service.
  • No meetings or conferences - you won't have to make an appointment, meet with, confer with, or communicate with a shelf company provider, solicitor or accountant; you simply interact with the Incorporator computer program.
  • No to-ing and fro-ing - you won't need to send any documents or other items to or from a shelf company provider, solicitor or accountant, for signing or other purposes.
  • Available anytime - you can form your company online 24/7.
  • Save money - a mere A$665 (including GST & ASIC $479 company registration fee) to register a company.
  • You get a 'clean' company - you form your own company from scratch. You won't be buying a pre-existing company 'off the shelf'. In this way you can be absolutely sure that your new company has no previous trading history for which you/your company/your client might become liable (unlike the situation with shelf companies).
  • Mistake free - it is almost impossible to make a procedural mistake. Incorporator will 'pull you up' if you do. For example, if you try to enter the details of a director who is less than 18 years of age, Incorporator will give you a message telling you that this is not possible.
  • Proceed and ponder at your own pace - take as long as you like to answer each question (subject to a 12hr session inactivity timeout - but even this is of no concern if you choose to save your inputs for your possible future use).
  • Always up to date - Incorporator is constantly monitored and updated as necessary in order to ensure that it takes into account any relevant changes to the Corporations Act 2001.

15.  Is Incorporator hard to use?
No. Any literate adult should have no trouble using Incorporator.

Incorporator takes you carefully through the procedure. Only one step is taken at a time. Each step generally takes the form of a single question with some optional answers which you 'click upon'. Further optional guidance is available for all but the most basic of steps.

16.  What sort of information do I need to have at my fingertips?
Strictly, none.

Incorporator will ask you, as you go along, for the relevant information. Also, you can spend as long as you like in the Incorporator site at no extra charge from Incorporator.

However, if you want to minimise your time on the Incorporator site you may first want to gather the following basic and essential information -

  • For each proposed director, their full name, former full name (if any), residential address, date and place of birth (a proprietary company may have a single director).
  • For each proposed company secretary (if any - a proprietary company no longer needs to have a company secretary), their name, former full name (if any), residential address, date and place of birth (a public company must have one, or more than one, company secretary).
  • For each proposed member/shareholder, their name, address and the number of shares they will own in the proposed company (a company may have a single member).
  • The address of the proposed registered office of the company (an address in Australia where documents may be officially served on the company - this may be the company's principal place of business but it need not be).
  • The address of the company's proposed principal place of business in Australia.

17.  Who wrote Incorporator?
Neal Macrossan B Econ, LLB (Hons).

Neal is a Solicitor (now non-practising) of the Supreme Court of Queensland, the High Court of Australia and the High Court of England and Wales. He has worked as a practising solicitor in the commercial departments of four of Australia's top ranking law firms, Morris Fletcher & Cross (now Minter Ellison), Clayton Utz, Phillips Fox and most recently Freehill Hollingdale & Page (now Freehills). In addition Neal has worked in the corporate finance department of a Wall Street investment bank, Salomon Brothers (subsequently Salomon Smith Barney and now Citi Smith Barney), as well as the overseas borrowing and foreign exchange section of the Queensland Treasury. He also spent approximately four years working in the City of London for the investor compensation subsidiary of the Securities and Investments Board (otherwise known as 'SIB' - the then chief regulatory body of the UK financial markets). Since ceasing private practice, Neal has worked, and continues to work, on and for Incorporator.

Simon Hart B Com, LLB, conducted extensive review, checking and testing of the site. Simon is a Solicitor (now non-practising) of the Supreme Court of Queensland and of the High Court of Australia with over fifteen years of private legal practice experience, including five years as a partner at the national firm of Dunhill Madden Butler (now Deacons). Since ceasing private practice, Simon has also worked, and continues to work, on and for Incorporator.

The site is a product of many thousands of hours of logical analysis and construction, writing, programming, reviewing and testing, and continual improvement based on user experiences and feedback.

18.  Does Incorporator have any independent recognition or awards?
Yes.

Incorporator was the Australia-wide 1st prize winner in the highly prestigious CCH Legal Technology Award. The judges for this award included representatives from each of the state law societies plus a representative of the CCH legal editorial team.

Incorporator also received the runner up award in the Channel 9 Small Business Show's Brother Best Business Software Awards (in which there were about 150 entrants).

Incorporator was also the winner of the Best IT Start Up Award in the ASIA-Pacific Qld. ITT awards.

Also, a great many customers have openly recommended Incorporator - see testimonials.

19.  Security - how will my payment over the Internet be secured?
By using a Westpac accredited secure automated online internet payment system (PayFlow Pro), built by VeriSign (the world's leading provider of digital trust services) and now owned by PayPal, operating within a Secure Sockets Layer (SSL), and certified by Thawte. The payment system is specifically designed to safeguard customer payments over the Internet. Credit card numbers and other credit card details are transmitted in an encrypted form and are never seen or stored by Incorporator.

You can also choose to pay through PayPal. In this case you will be taken directly to a payment page on the PayPal website which, like Incorporator itself, is secured with industry strength protection. [And after paying the Incorporator charge on the PayPal website, you will automatically be taken back to the Incorporator website, to finish off the proposed incorporation.]
20.  Privacy & Confidentiality
All information and data you enter into Incorporator is encypted within a Secure Sockets Layer (SSL) prior to it being transmitted (so that in the extremely unlikely event that it was ever intercepted, it would not be able to be read by the interceptor).

Further, Incorporator will not disclose any information transmissions it receives from users (other than information which it transmits electronically to ASIC if users choose to lodge electronically online), unless compelled by law (which, so far - 10 years at the time of writing - has never happened), or unless the user has committed a fraud, or otherwise engaged in illegal activity, in relation to the user's usage of Incorporator.

Further, this website uses the Google AdWords remarketing service to potentially advertise on third party websites (including Google) specifically to previous visitors of this website (either generally and regardless of what those previous users have done or not done on this website, or specifically – for example, only to those previous visitors who have not purchased from this website). Such third party websites (including Google) can know that their visitors have previously visited this website (and thus know to potentially display this website’s advertisements) because this website has allowed Google to place a so called ‘cookie’ on the computers of such visitors. Visitors of this website may opt out of Google’s use of cookies by visiting Google’s Ads Settings webpage.


21.  Refund Policy
If you use Incorporator and find that ASIC (Australian Securities and Investments Commission) rejects the registration of your company, despite your having complied with the Incorporator system and all its guidelines, Incorporator will refund what you have paid it. Simply apply for a refund, setting out all the relevant details and e-mail it to .

22.  Will Incorporator look after the ongoing management and regulatory requirements of my company?
No. Incorporator prepares all the initial documents required under the Corporations Act 2001 prior to, and on registration of, your company, and all other documents and registers which are legally required immediately following the incorporation of the company (as well as some additional registers for possible future use and the relevant share certificate(s)). However, other than in relation to those matters just mentioned, Incorporator does not look after the ongoing legal requirements of your new company. These will be your/the director(s)'/the company secretary(s)' responsibility. Incorporator does, however, highlight the basic ongoing regulatory requirements and offers links to some useful and relevant sources of information. But if further help is needed with these ongoing requirements, a professional advisor such as a solicitor or an accountant should be consulted.

23.  What about a company/common seal?
Incorporator will not provide a common seal as companies are no longer required to have them - section 123(1) of the Corporations Act 2001.

However, a company may have a common seal if it wants one - section 123(1) of the Corporations Act 2001. Company seals can generally be obtained from rubber stamp makers/stationers at minimal cost and at short notice.

24.  What about memorandums and articles of association, constitutions and replaceable rules?
Incorporator will not produce:

  • Memorandums and Articles of Association
    (This is because these documents have effectively been abolished for newly formed companies - Part 2B.4 of the Corporations Act 2001),

    nor

  • Constitutions
    (Constitutions will not be produced for a number of reasons -
    • First, because they are not mandatory, even for public companies - section 134 of the Corporations Act 2001 - and are therefore not essential to Incorporator's core function of forming companies.
    • Secondly, because the Corporations Act 2001 includes relatively modern replaceable rules which automatically operate to govern the internal management of companies which have not specifically adopted constitutions - sections 135(1) and 135(2) of the Corporations Act 2001.
    • Thirdly, because a (now) common type of company - a proprietary company with the same person as its only director and shareholder - essentially has no issues of internal management to be governed. This is reflected in section 135(1) of the Corporations Act 2001 which makes the replaceable rules inapplicable to such companies.
    • Fourthly, because if it is desirable that a specific constitution be adopted then Incorporator recommends and prefers that a solicitor be consulted to tailor the constitution to the user's specific requirements, rather than Incorporator offering a range of generic constitutions for adoption - however this process can still be done in conjunction with your use of Incorporator.)

If a constitution is required it can and will be adopted immediately upon the formation of the company, so long as each proposed member has previously agreed in writing to its terms - section 136(1)(a) of the Corporations Act 2001. Alternatively, a constitution may subsequently be adopted (or modified) if the company passes a special resolution to do so - sections 136(1)(b) and 136(2) of the Corporations Act 2001.

(A 'special resolution' is a resolution made on at least 21 days notice to members and passed by at least 75% of eligible voters - sections 9 , 249H and 249L of the Corporations Act 2001.)

A proprietary company is not required to lodge with ASIC a copy of any constitution it may adopt, or modification of it, or any associated special resolution, irrespective of whether the adoption, or modification, took place on or after the formation of the company (unless the modification alters the company's name, share structure or type). However a constitution, if adopted, must be kept with the company's records so that copies can be given to members on request - section 139 of the Corporations Act 2001.

However, in the case of a public company adopting a constitution on its formation, a copy of the constitution must be lodged at the same time, and together with, the application to form the company - section 117(3) of the Corporations Act 2001.

A public company adopting (or modifying) a constitution after the company's formation, must lodge with ASIC, within 14 days, a copy of any constitution it may adopt (or modification of it), and a copy of the special resolution adopting it - section 136(5) of the Corporations Act 2001.

25.  Background to the changes in the law relating to memorandums and articles of association, constitutions and replaceable rules
Prior to major amendments to Australian company law (effective 1 July 1998), companies had to have a document detailing certain of the company's key characteristics, called a memorandum of association, as well as a document governing the company's internal management called articles of association. Also, all companies were previously obliged to ensure that the companies' office (then called the ASC but now called ASIC) had records indicating the content of companies' memorandums and articles.

Newly formed companies no longer have to have memorandums and articles of association. Instead a company's internal management may be governed by the replaceable rules, by a constitution or by a combination of both - section 134 of the Corporations Act 2001.

The replaceable rules are certain sections of the Corporations Act 2001 which automatically apply to a company (except a company with the same person as its only director and shareholder) unless they have been wholly or partly replaced or modified by a specifically adopted constitution - sections 135(1) and 135(2) of the Corporations Act 2001.

The replaceable rules do not apply to proprietary companies with the same person as their sole director and shareholder - section 135(1) of the Corporations Act 2001. This makes sense when one considers that replaceable rules are designed largely to regulate relations and disputes between, and divide powers between, directors and shareholders. Such a rationale falls away when the same person is the company's sole director and shareholder. Instead, sections 201F and 198E of the Corporations Act 2001 automatically apply to a one person company and directly regulate important matters such as the appointment of additional directors, and their powers and duties.

Proprietary companies limited by shares - being the most common type of company - are not required to lodge copies of any constitution they may adopt, unless they are proposing to change to a public company. Essentially, only public companies are required to lodge documents indicating the current content of their constitution - section 136(5) of the Corporations Act 2001.

A company's constitution, if any, and any replaceable rules that apply to the company, have the effect of a contract between the company and each of its members, between the company and each of its directors and company secretaries and between each of a company's members - section 140(1) of the Corporations Act 2001.

26.  Do you have any related company formation sites?
Yes. UKcorporator, which is for the formation of UK limited liability companies. And you may be interested to know that UK company law allows you to form a UK company without any of the shareholders or directors needing to live in the UK, or be UK citizens. Also, the total cost of registering a company electronically online in the UK through UKcorporator is £69.95 (including the £15 UK government online company registration fee). Further, you can register a UK company online from here in Australia using UKcorporator.

27.  Difficulties/Help Line/Queries/Contact Us
You may phone 1300 653 373 (for the price of a local call from a landline from anywhere in Australia) or email , 24 hours a day / 7 days per week. If you phone between 9am and 5pm (AEST), Monday to Friday - excluding Public Holidays, Incorporator staff will generally be able to take your call immediately. In any event, Incorporator staff will always respond to your reasonable phone or email enquiries from within Australia within one business day.