At Proactive Accounting we will assist with the administration and tax-related side of setting up a new business. Here is what we can do:
- How can we assist you in setting up a new Pty Ltd Company?
- What are the important legal and administrative requirements to consider in setting up a Pty Ltd Company?
How can we assist you in setting up a new Pty Ltd Company?
1. Name availability for company
Before registering a Company, we will search for both the availability and suitability of the name you have chosen. If a name is unique, ASIC will register that name and take no responsibility for the use of that name in the marketplace.
- ASIC company registration
- ABN, TFN and GST (if applicable) registration
3. Preparation of legal documents
We will provide:
- all legally required documents for the incorporation of the proposed company;
- all other documents which are legally required immediately following the incorporation of the company;
- additional registers for possible future use and the relevant share certicate(s).
Documents as follows (These documents comply with all the relevant provisions of the Corporations Act 2001). Certicate of Registration of company (A.C.N – from ASIC)
- Constitution of the company
- Consent to act as a Director
- Consent to act as a Public Ocer
- Consent to act as a Secretary (if applicable) Application for Shares
- Share Certicate/s
- Register of Members
- Register of Allotted Shares
- Minutes of Resolution
- Instructions Sheet on what to do next.
Note: These consents, agreements and registers are not available as forms (or otherwise) from ASIC.
Our fee for a standard proprietary company set up package is $1,400 plus GST (including 45 minutes initial consultation session and $463 of ASIC/Australian government company registration).
The fee arrangement is based on the expected amount of time required to complete the services as agreed and the level of complexity involved.
We have allowed a maximum of 2 hours for the following service components:
- initial discussion;
- receipt of preferred company name options from you;
- name search for availability of the suggested company name in ASIC database;
- if original preferred names are not available, suggest variations of those names
- obtain your approval from the chosen available names.
If during the course of the engagement it appears that the likely cost will exceed the quote, we shall contact you to discuss the reasons for the additional costs.
Please read the important legal and administrative requirements summarised under Pty Ltd (Proprietary Limited) Company Set Up.
We electronically deliver all the documentation to your e-mail account.
Service turnaround time
We take pride in our efficient and effective service. Once the suitable available name of the company is chosen, we expect to deliver all documentation relating to Company Set-up within 2 business days.
The ATO however, may take 1-4 weeks to complete ABN, TFN and GST registrations.
What are the important legal and administrative requirements to consider in setting up a Pty Ltd (Proprietary Limited) company?
Name of company
Before registering a Company, we search for both the availability and suitability of the name you have chosen. If a name is unique, ASIC will register that name and take no responsibility for the use of that name in the marketplace.
However, if the name is too similar to another registered business name, association or company, registration of that name will cause difficulties.
Officers and owners
All standard proprietary companies are formed on the basis of being able to operate with a minimum of one director and one shareholder (who may be the same person). A proprietary company is limited to a maximum of 50 members.
There is no longer any requirement to have a Company Secretary for a proprietary company.
A director must be a person who is over the age of 18. At least one Director of a proprietary company must be an Australian resident.
Any legal entity can hold shares in a company. This includes any person, company, incorporated association or partnership which is resident anywhere in the world.
A child (under the age of 18 years) can only hold shares through a trustee or guardian.
A trust or superannuation fund can only hold shares through its trustee.
Classes of shares
The class of share most commonly used in all types of companies is Ordinary shares with all normal dividend and voting entitlements.
Since July 1, 1998, the use of a common seal to execute a document became optional – that is if the Constitution of the company doesn’t impose more restrictive provisions.
Appointment of Public Officer
A company must appoint a ‘Public Officer’ within three months of it commencing to carry on a business or deriving income from property in Australia, and notify the Australian Taxation Office (ATO) of the appointment. The Public Officer must be a person who is an Australian resident and at least 18 years old. The Public Officer is responsible for ensuring the company complies with tax law and liaises with the ATO concerning the company’s tax matters. See section 252 of the Income Tax Assessment Act 1936.
Display of Company Name
A company must display its name prominently at every place at which the company carries on business and is open to the public – section 144(1) of the Corporations Act 2001.
A company must also set out its name on all its public documents and negotiable instruments – section 153(1) of the Corporations Act 2001.
Memorandums and Articles of Association, Constitution and Replaceable Rules
We 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
Constitutions may 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 our service 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 specically 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 reected 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 specic constitution be adopted then we recommend and prefer that a solicitor be consulted to tailor the constitution to the user’s specic requirements.
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 modied) 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 day’s 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 modication of it, or any associated special resolution, irrespective of whether the adoption, or modication, took place on or after the formation of the company (unless the modication 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.
Opening a Bank Account
Banks are likely to ask for:
- a copy of the company’s ‘Certicate of Registration’ (often referred to as a ‘Certicate 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.)
‘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.)