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Company Formation and Administration

Formation

As a foreign company or investor you may either incorporate a new company or purchase an incorporated “shelf” company which has not traded. To incorporate a company, it is necessary, among other things, to:

select and reserve an available name
adopt a Constitution (you can learn more about Company Constitutions and buy an online contract template for one) or choose to be governed by the replaceable rules set out in the Corporations Act
obtain written consents from each person who agrees to become a director or secretary
obtain applications for shares from all proposed members of the company, and
complete an application form and lodge it with ASIC. ASIC will register the company and issue a certificate of registration. The company will be given an ACN and may conduct business anywhere in Australia. The company will also need to apply to the Australian Taxation Office for an ABN and a tax file number.

If there is more than one shareholder, then you should also have a Shareholders' Deed.

Administration

Proprietary companies must have at least one director ordinarily resident in Australia. Public companies must have at least three directors, two of whom must be ordinarily resident in Australia.

A public company must also have at least one company secretary ordinarily resident in Australia. A proprietary company is not required to have a company secretary, but may do so. If a proprietary company does have one or more secretaries, at least one of them must be ordinarily resident in Australia. All directors and company secretaries must be natural persons who are at least 18 years of age. There is no requirement for any director or officer to be an Australian citizen.

Typically, the day-to-day management of a trading company is in the hands of a Managing Director or Chief Executive Officer. Companies carrying on business in Australia must maintain a registered office in Australia.

Public companies must hold an Annual General Meeting (that is, a general shareholders’ meeting) at least once in each calendar year and within five months of the close of each financial year. There is no such requirement in the Corporations Act for proprietary companies.

The financial year of most Australian taxpayers ends on 30 June, although permission can be obtained from ASIC and the Commissioner of Taxation to align the year end with a foreign parent’s year end. Accordingly, most Annual General Meetings must be held on or before 30 November. The company's financial report, together with reports from the company's directors and auditors (if applicable) must be available at the Annual General Meeting.

Companies are required to maintain a register of members, a register of security interests affecting the company’s property and (if relevant) a register of option holders and debenture holders. Anyone can inspect these various registers.

For more information on the formation and administration of proprietary limited companies please see our Guide to Obligations of Proprietary Limited Companies.

Next, learn about Government Procurement.

Business Structures Company Formation and Administration Government Procurement Foreign Investment Guidelines Intellectual Property Guide to Obligations of Proprietary Limited Companies Making Decisions—Resolutions for Proprietary Limited Companies

Company Constitution

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