INCORPORATION OF COMPANY IN AUSTRALIA
The laws relating to incorporation of Company in Australia is governed by the Corporation Act,2001. As per the Corporation law of an Australia corporation includes a company, any body corporate (whether incorporated in this jurisdiction or elsewhere); and an unincorporated body that under the law of its place of origin, may sue or be sued, or may hold property in the name of its secretary or of an office holder of the body duly appointed for that purpose.
PROCEDURE OF INCORPORATION OF COMPANY
Applying for corporate name
A name is available unless it is identical to a name that is currently reserved or registered under the Corporations Act 2001 for another body, or is identical to a name that is included on the national business names register in respect of another individual or body who is not the person applying to have the name, or is unacceptable to registration under the Regulations.
If a name is identical to a registered business name(s), ASIC must be satisfied that the applicant/company/body is entitled to the use of the name under the law. To assess entitlement to the name, the questions regarding the business name(s) issue shown on the form 410 must be completed. Alternatively, that information may be given in a statement attached to the form 410 (as an annexure) under the heading 'Declaration Regarding Registered Business Name(s)'.
The statement must also be dated and signed by the 'applicant' as being 'true and complete' as follows: 'I declare that the information given in this statement is true and complete'.
A name is reserved for a period of 2 months from the date of approval. An application for an extension of name reservation for a period of up to 2 months can be lodged prior to the reservation expiry date. Reasons for the extension must be provided in detail on the form or in an annexure. An application for extension will only be granted if valid reasons exist. If insufficient reasons are provided, the application will be rejected. Only exceptional circumstances would allow more than two extensions to be granted.
To make any annexure conform to the regulations, one must
- use A4 size paper of white or light pastel colour with a margin of at least 10 mm on all sides
- show the corporation name and ACN or ARBN
- number the pages consecutively
- print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
- identify the annexure with a mark such as A, B, C, etc
- endorse the annexure with the words:
- sign and date the annexure.
The annexure must be signed by the same person(s) who signed the form.
APPLYING FOR REGISTRATION
A company comes into existence as a body corporate at the beginning of the day on which it is registered. The company's name is the name specified in the certificate of registration.
To register a company, a person must lodge an application with Australian Securities and Investment Commission (ASIC).
Contents of the application
The application for registration of a corporation must state the following:
- the type of company that is proposed to be registered under this Act;
- the company's proposed name (unless the Australian Company Number(CAN) is to be used in its name);
- the name and address of each person who consents to become a member;
- the present given and family name, all former given and family names and the date and place of birth of each person who consents in writing to become a director;
- the present given and family name, all former given and family names and the date and place of birth of each person who consents in writing to become a company secretary;
- the address of each person who consents in writing to become a director or company secretary;
- the address of the company's proposed registered office;
- for a public company-the proposed opening hours of its registered office (if they are not the standard opening hours);
the address of the company's proposed principal place of business (if it is not the address of the proposed registered office);
for a company limited by shares or an unlimited company-the following:
- the number and class of shares each member agrees in writing to take up;
- the amount (if any) each member agrees in writing to pay for each share;
- if that amount is not to be paid in full on registration-the amount (if any) each member agrees in writing to be unpaid on each share;
- whether or not the shares each member agrees in writing to take up will be beneficially owned by the member on registration;
- for a public company that is limited by shares or is an unlimited company, if shares will be issued for non-cash consideration-the prescribed particulars about the issue of the shares, unless the shares will be issued under a written contract and a copy of the contract is lodged with the application;
- for a company limited by guarantee-the proposed amount of the guarantee that each member agrees to in writing;
- whether or not, on registration, the company will have an ultimate holding company;
- if, on registration, the company will have an ultimate holding company-the following:
the State or Territory in this jurisdiction in which the company is to be taken to be registered.
A foreign company may carry on business in Australia after:
- it is registered under the laws of Australia; or
- it has applied to be so registered and the application has not been dealt with
APPLICATION FOR REGISTRATION OF FOREIGN COMPANY
Where a foreign company lodges an application for registration under Act that is in the prescribed form and is accompanied by:
- a certified copy of a current certificate of its incorporation or registration in its place of origin, or a document of similar effect; and
- a certified copy of its constitution; and
- a list of its directors containing personal details of those directors that are equivalent to the personal details of directors referred to and
- if that list includes directors who are:
- resident in Australia; and
- members of a local board of directors;
- a memorandum that is duly executed by or on behalf of the foreign company and states the powers of those directors; and
- notice of the address of:
if it has in its place of origin a registered office for the purposes of a law there in force-that office; or
otherwise-its principal place of business in its place of origin; and
- notice of the address of its registered office;
Upon fulfilling the above formalities the ASIC grants the application and register the foreign company under this Division by entering the foreign company's name in a register kept for the purposes of this Division. ASIC also allots to the foreign company an ARBN distinct from the ARBN or ACN of each body corporate (other than the foreign company) already registered as a company or registered body under the Act.
Incorporation of Company FEES
Application for reservation of a name
- reservation of a name
extension of reservation
Application for consent of the Minister to use of a name (s.147 & s.601DC)
Application for registration as a company
- having a share capital
- not having a share capital
- Application for registration as a foreign company
ADDRESS OF AISC
Australian Securities & Investments Commission
PO Box 4000
Gippsland Mail Centre VIC 3841