Proprietary Limited (Pty Ltd) Company Registration Services in Australia

#1: Company name

Your company name of choice must be available and follow the guidelines set by ASIC. It must be: 1) distinct; 2) not offensive; 3) not already trademarked as a name; 4) not using restricted terms without government approval; and 5) not suggesting illegal activity/ies.

To check if your preferred name is still available, you can visit ASIC’s online directory. It is advisable to have at least 2 alternative names in case your first choice is already taken. 

#2: How the company will operate

You need to decide how your company will be governed: 

• through replaceable rules under the Corporations Act 2001; 
• your own drafted company constitution and by-laws; or 
• a combination of the two.  

The replaceable rules will automatically apply to your company if it doesn’t have a drafted constitution. Companies where the sole director also acts as the sole shareholder are not eligible. Though replaceable rules are ideal during the founding stage of your company, they do not offer the flexibility and customisability that company constitutions have.   

If you want more control over how to govern and manage your business, a company constitution is more suitable for you. Unlike replaceable rules, a company constitution will not automatically apply to your company. You need to draft your own company constitution and explicitly state that it will override the replaceable rules. You can amend your company constitution any time by passing a special resolution. 

If you want to combine some sections from the replaceable rules with your company constitution, you are allowed to do so but must state the specific replaceable rules you want to override. 

#3: Shareholders and directors

You must decide who will act as the shareholders (otherwise known as members) and directors of your company. Most startups opt for a simple shareholder structure of Ordinary Shares only, before exploring other shareholder classes with different rights and entitlements to income/capital. 

All shareholders and directors must be at least 18 years old. You must have at least 1 director residing in Australia. As such, all of them are required by law to apply for a director identification number (director ID). 

#4: Share structure

After choosing your shareholders, you need to decide the share structure: 

• how many shares each of the shareholders will own; and
• what class of shares they will each own

A company must issue at least one share to one shareholder. The class of shares will determine the rights and restrictions attached to them. As a sample, some share classes give you the right to vote in company decisions or give you the right to receive dividends or capital distributions. The most common type is “Ordinary Shares”, and there are no special rights attached to them. Other shares can be categorised as “A class shares” or “B class shares”. 

#5: Registered office address

You must have a registered office address in Australia. The address must not be a P.O. Box. We can help you find the best location in your chosen state/territory and provide expert advice on navigating local property laws and regulations.

#6: ACN and ABN

You must register for an Australian Company Number (ACN) with ASIC and an Australian Business Number (ABN) with the Australian Business Register (ABR). The ACN will be used to apply for an ABN. The ABN is for identifying your business in Australia so you can legally conduct business, trade and execute supplier contracts, employ staff, and transact with government agencies. 

#7: Tax registrations

You need to register for a Tax File Number (TFN), Goods and Services Tax (GST), and Pay as You Go (PAYG) with the Australian Taxation Office (ATO) for tax compliance purposes. The TFN will be used for lodging your tax returns and statements. If your business has an annual turnover of AU$75,000, you must register for GST. If you will employ local staff, registering for PAYG is required. 

#8: Business permits and licences

If your chosen line of business/industry/location requires you to obtain licences or permits to legally operate, you need to apply for such. We can help you apply for the right licences/permits for your business in the relevant state/territory or at the federal level.

#9: Local bank account 

After obtaining an ABN, registered company name, and registered office address, you can start applying for a local bank account. Subject to the bank’s KYC requirements, you might need to be in Australia to complete the bank account opening process. Alternatively, we can represent you on your behalf if you’re overseas.