Who can be a company Director?
The role of Director is an essential appointment for an Australian proprietary company. To be eligible to assume this position, an individual must meet the following criteria:
- Be at least 18 years of age;
- Not be an undischarged bankrupt;
- Not be subject to an unresolved personal insolvency agreement;
- Have not been convicted of an offence under company law, such as fraud or breach of duty within 5 years of the new appointment; and
- If imprisoned for an above offence, must not accept the appointment within 5 years of release from prison.
Please note you are required to have at least ONE Director who resides in Australia.
I don’t yet have an office address; can I use my residential address?
Yes, if you haven’t settled on an office address at this stage then you can use your residential address to register your company. You must use a a physical street address not a PO Box.
Once you have confirmed an office address, let ASIC know as soon as possible. To do so you will need to lodge a Form 484 online detailing the change of address. it is important that you do not delay this process. There is no fee attached to lodging this form, however if you fail to advise ASIC of the address change within one month you will encounter a late fee.
What address can be used as a registered office address and place of business address?
ASIC sets out three requirements for the nomination of a company’s registered office address:
- The company must be able to receive correspondence at this address;
- It must be a physical street address, i.e. it cannot be a PO Box;
- If the company does not occupy the premises it must have the written consent of the occupier.
A company’s principal place of business is an address where it primarily carries out business activities. It must also be a physical street address.
Does the state in which I register my company matter?
During the online application you will be asked to select a state or territory in which your company will be registered. This refers to the legal jurisdiction within which your company will function. You must observe the legislation, regulations and legal principles of the state.
Often the biggest consideration for companies is the jurisdictional difference in stamp duty payable on share transfers. However, the company does have legal capacity and powers in and outside this jurisdiction.
If you require further information on which state to register your company, please contact us directly.
What are the differences between the company suffixes available?
When registering an Australian proprietary company limited by shares (Pty Ltd) you are presented with many options as to the legal element (ending/suffix) which you can select.
These elements are legally identical. Therefore, the choice as to which one to register is purely a matter of style and preference. The different endings and suffixes available include:
- Pty Ltd
- Pty Limited
- Proprietary Ltd
- Proprietary Ltd.
- Proprietary Limited
Do I need to register a business name as well as a company name?
If you intend to trade under your company name without the legal element (Pty Ltd) then the name must be registered as a business name.
*Registration of a company name does not entitle you to use of the business name variation.
If you intend to trade under a name that differs from your registered company name, then you will also need to register a separate business name.
What is the difference between a business name and a company name?
Business names must be registered with ASIC and are names under which entities can carry out their business activities. The ABR maintains a record of business names, including the identity of those who hold the business name.
This is the name which you register your business as. In some cases, an entities company name can be its ACN.
Are there any restrictions when choosing a company name?
ASIC has restricted the use of certain words and phrases, in company names. Names which include the following will not be registered or may be marked for manual review by ASIC.
- A name that is undesirable or likely to be offensive;
- Any word that includes ‘Commonwealth’, ‘Federal’, ‘Crown’ or ‘Government’;
- Words that are misleading such as ‘University’, ‘Trust, or ‘Chartered, or similar;
- Names that are identical to an existing business name; or
- Names or words that are not on ASCOT or the Macquarie dictionary.
You can check the availability of a business name on ASIC’s website.
What is an ACN and why do I need one?
An ACN is an Australian Company Number.
Once a company has been registered, ASIC generates a unique nine-digit ACN as a primary identifier for the new entity. Whilst you can change your company name, you cannot change your ACN. It is only issued to new companies and allows ASIC to monitor and administer your company.
What is included as part of the Sophie Grace Registered Agent Service?
Sophie Grace, as registered agents, can make lodgements to ASIC registers on behalf of your company. We provide this service for 12 months initially with the possibility to extend the engagement after. Please contact us for further information on this service.
What is an ASIC Corporate Key and how do I get one?
An ASIC Corporate Key is an 8-digit code that allows you to view your company records, update information, lodge forms for your company and receive annual statements online.
ASIC generates a Corporate Key for each company and posts this to the company’s registered office address within 10 days of registration. If you don’t receive your Corporate Key within this time, we suggest contacting ASIC directly on 1300 300 630 or requesting a new Corporate Key online.
Sophie Grace can also assist you in updating your company details after registration by providing a Registered Agent Service.
How do I update my company information?
In the event your Company Registration has been rejected, we will contact you to request additional information, and will assist you in registering again.
If your company has already been registered, any amendments to company details must be made through ASIC. This will involve using your ASIC Corporate Key. The ASIC Corporate Key will be posted directly from ASIC to your registered office address within 10 days of registration.
Can I start trading immediately after registering my company?
Yes – as soon as you receive an email from us with your Company Registration Certificate you are able to start trading.
What information is required to register a company?
Before you begin the online application form to register your new company, you must ensure that you have the following information ready:
- A company name;
- A registered office address – this must be a physical street address, not a PO Box, to where ASIC will send specific notices and other information;
- Place of business address – often the same as the registered office address. Again, this must be a physical street address;
- Director/Secretary details – full name, residential address, date and place of birth. At least one director must reside within Australia; and
- Shareholder details – Full name/company name (can be individual or company), residential address and share distribution.
How long does it take to register a company?
The company registration form generally takes between 5-10 minutes to complete. Once submitted, the company will usually be registered on the same day.
How much does it cost to register a company?
Depending on the package you select on our website, costs start from $660.00 including GST to register a company through Sophie Grace. This price also includes the ASIC fee of $488.00. You can find our costs for registering a company here.
Is it possible to appoint additional officeholders/shareholders after registration?
Yes, it is possible to appoint or remove officeholders and shareholders after company registration, however you must directly notify ASIC of any changes within 28 days of the appointment or removal.
There is a specific process that you must follow to lodge these updates with ASIC. First, you must use the company’s corporate key (an 8-digit number generated by ASIC within 10 days of company registration and posted to the company’s registered office address) to create an ASIC Officeholders account. Please visit ASIC’s website to set up this account.
From within that account you will need to submit an electronic Form 484 to appoint/remove officeholders and shareholders.
If you require assistance to navigate this account, please contact ASIC’s customer service team on 1300 300 630. Alternatively, you can contact Sophie Grace directly for further information on our Registered Agent Services.
I have officially changed my company name. Can you provide updated legal documentation?
Yes. Once you have received confirmation from ASIC that your change of company name has been approved and is active, we can provide you with updated documentation.
Simply email through an official ASIC reference (for example: the letter or email of confirmation) to firstname.lastname@example.org and we will make the necessary adjustments to your documentation and send this through to you by email.
Can I change my company name after registration?
Yes, if you have already registered your company and need to change your name you will need to submit a Form 205A to ASIC. The cost to change your company name is $403.00. This can be done online using your ASIC Officeholder account.
Do I need to pay an annual fee to keep my company active?
Each year ASIC will conduct an annual review of your company. Your review date is usually the anniversary of your company’s registration.
Within a few days of this date, ASIC will send out an annual statement for you to review along with an invoice for the annual fee. Currently this is set at $263 for most proprietary companies. Failure to pay the annual fee by the due date will result in a late fee between $78.00 to $323.00.
What should I do when I receive my company’s legal documentation?
Once you have received the legal documentation issued with your company registration from Sophie Grace (emailed through in PDF form), it is important that you have the consent forms, shareholder applications and directors minutes signed as appropriate. These forms do not need to be submitted to ASIC; they are to be filed with your company records.
Distributing share certificates
Shareholders must be issued with their share certificates once the company has been registered. A copy of these should remain with the company records as well.
It is crucial to maintain an updated register of all company documentation, including signed director’s minutes from meetings, any changes to share distribution etc. ASIC will require this information to be presented when conducting a company audit.
What is the process after I’ve submitted my company application?
Once you’ve submitted your company application, you will receive an email from Sophie Grace. If all information has been entered correctly, your company will be registered on the same business day. We will email you afterwards with all of the company documentation including your Company Registration Certificate.
If there is an issue with some of the information included in your application, we will contact you to rectify the issue and assist you with resubmitting.
I need help with my application, how can I contact Sophie Grace?
There are several different ways that you can contact our team with your questions, these include:
- LiveChat:During business hours, the best and most efficient form of communication is via the LiveChat feature on our website. Our staff are more than happy to assist you with your application step by step.
- Email: Outside of business hours or if your enquiry requires a more in-depth response, you can send your questions to email@example.com.
- Telephone:You can talk directly to our team during business hours by calling (02) 8960 7242.
We do our best to reply to all enquiries as quickly and efficiently as possible.