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
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 firstname.lastname@example.org. 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 email@example.com. 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).
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');
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.)
'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.)
'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.)
(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.)
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.
suitable form of notification would be a letter as follows -
Commissioner of Taxation
City of any Australian State/Territory]
regard to section 252(1)(c) of the Income Tax Assessment Act 1936, [insert here
the company's full name and ACN] ("the Company") hereby notifies
you that -
here the full name of person appointed as public officer] has been
appointed as the Company's public officer; and
address for service upon the public officer is [insert here the full
address for service upon the public officer].
here the company's full name and ACN]
[insert here the full name of the director signing the letter on behalf of the
will often also be the same person as the public officer]
Notifying ASIC about changes 'in or to the company'
Generally speaking, a company has 28 days to notify ASIC, using a
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 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
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.
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.)
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.
(This is a very useful government site about establishing
and running a business.)
'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
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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 £69.95 (all-inclusive) and by paying our fee with your Australian credit card?
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