FAQ

A.

- A PTY Limited Company can have between one and twenty-five directors
- It can have up to fifty shareholders/members
- It has at least one director and a secretary (if appointed) who resides in Australia
- All directors must be over 18 years of age
- The shares in the company can be totally foreign-owned
- The company's Registered Office and Principal Place of Business must be in Australia

A.

- Yes, all Directors must now apply for a Director ID prior to their appointment as a Director of a company
- You will only ever have to apply once and the same number will be used in each application
- You must apply for a director ID yourself. No one can apply for you. The reason for this is you need to prove your identity when you apply
- If your company appoints a person in the role of Secretary (only), they do not require a Director ID
- Members or Shareholders do not require a Director ID, unless, of course, they are also a Director
- ASIC is responsible for enforcing director ID offences set out in the Corporations Act 2001. It is a criminal offence if you do not apply on time
- The proposed Directors will have to sign up for a MYGOV ID first https://www.mygovid.gov.au/set-up before applying for the Director ID through https://www.abrs.gov.au/director-identification-number

A.

- A PUBLIC company (unlisted) must have a minimum of three directors
- It must have a minimum of one shareholder/member
- The constitution for the company must be lodged with the Australian Securities Investments Commission (ASIC) for their approval upon registration.
- It must have at least one director and secretary (if appointed) who ordinarily resides in Australia
- All directors must be over 18 years of age
- The shares in the company can be totally foreign-owned
- The company's Registered Office and Principal Place of Business must be in Australia

A.

- A LIMITED by Guarantee Company (Non-Profit) must have a minimum of three directors
- It must have a minimum of one shareholder/member
- The constitution for the company must be lodged with the Australian Securities Investments Commission (ASIC) for their approval upon registration.
- It must have at least one director and secretary (if appointed) who ordinarily resides in Australia
- All directors must be over 18 years of age
- The company's Registered Office and Principal Place of Business must be in Australia

A.

A superannuation fund is a self-managed superannuation fund (SMSF) if it meets the following conditions:
- It has fewer than five members
- Each individual trustee of the fund is a fund member
- Each member of the fund is a trustee
- No member of the fund is an employee of another member of the fund, unless those members are related
- No trustee of the fund receives any remuneration for their services as a trustee

A SMSF can also have a company as a trustee (known as a corporate trustee) if:
- It has fewer than five members
- Each individual trustee of the fund is a fund member
- Each member of the fund is a director of the company
- No member is an employee of another member, unless those members are related
- The trustee does no receive remuneration for their services as a trustee

It is possible to have an SMSF with only one member. If the single member fund has a corporate trustee, then the member must:
- Be the sole director of the trustee company; or
- Be related to the only other director of the trustee company; or
- Not be an employee of the only other director of the trustee company

If a single member fund does not have a corporate trustee, then the fund must have two individuals as trustees. The member must be the trustee with:
- Another person who is a relative of the member, or
- Any other person, provided the member is not an employee of that person

A.

A SELF-MANAGED Super Fund Deed of Variation is for upgrading deeds for an existing SMSF.

A.

- the settlor of a discretionary trust should not be a trustee or beneficiary within the Trust
- the settlor and trustee should be over 18 years of age
- the trust can have either a corporate trustee (such as a registered company) or an individual or individuals as trustee(s)
- the trust name should contain the word “Trust” so that the legal entity of the trust is clearly defined

A.

- the settlor of a unit trust should not be a trustee or unit holder within the Trust
- the settlor and trustee should be over 18 years of age
- the trust can have either a corporate trustee (such as a registered company) or an individual or individuals as trustee(s)
- the units and unit holders will need to be appointed once the trust deeds have been received
- the trust name should contain the word “Trust” so that the legal entity of the trust is clearly defined

A.

A new constitution may be adopted for any number of reasons, including:
- an upgrade to an existing constitution, such as a company becoming one run by a sole director
- the replacement of a lost constitution
- the adoption of a new constitution where previously the company had chosen to abide by replaceable rules as set out by the Australian Securities & Investments Commission)

A.

If a company decides to change its company name, a Notice of Resolution (Form 205) is required to be signed and then lodged at the Australian Securities & Investments Commission (ASIC). The company will then receive a Change of Name certificate.

A.

A company may only be voluntarily de-registered under the following conditions:
- all members of the company agree to the de-registration
- the company is not carrying on business
- the company’s assets are worth less than $1,000
- the company has paid all fees and penalties payable under the Corporations Act 2001
- the company has no outstanding liabilities
- the company is not a party to any legal proceedings
A Voluntary De-registration of a Company Form (Form 6010) is required, which is then lodged with the Australian Securities & Investments Commission (ASIC). Approval from ASIC typically takes between two and three months. They will forward their final letter regarding de-registration once the process has been finalised.

A.

A proposed company name can be reserved with the Australian Securities & Investments Commission (ASIC) for a period of two months.

A.

Any number of Corporate Secretarial Services, such as:
- Changing details to your existing company registration:
- appointing new directors
- issuing further shares
- changing an office holder's name or address
- changing the Registered Office of a company
- changing the Principal Place of Business of a company
- Current or historical company extracts
- Personal name extracts
- Land title searches
- Building Unit Plan (BUP) and Registered Plan (RP) searches

A.

Once we have received the completed order form and payment (if required), companies are ready for dispatch and/or collection usually within the hour.

A.

All professional firms, such as accountants and solicitors, will receive an invoice with their company register with terms of seven days. All private individuals are required to pay prior to registration of their company. This can be done by either direct debit, credit card or electronic transfer. The payment must be made with cleared funds. You can download a copy of our bank details/credit card payment form here.

A.

When a company is registered with the Australian Securities & Investments Commission (ASIC), it is allocated an Australian Company Number (ACN). Both ABNs and TFNs are allocated through the Australian Taxation Office (ATO). ABNs and TFNs must be applied for by the company on an individual basis.

A.

It is no longer compulsory for companies to have a common seal. The law assumes that a document is correctly executed by the company if it is signed by two directors, or a director and secretary, or by a single director in circumstances where they are the sole officeholder.

A.

At least one director and one secretary (if appointed) must have an Australian residential address. The director and secretary can be the same person. Members/Shareholders do not have to have an Australian residential address.

A.

All companies are required to have a Registered Office. Proprietary companies are no longer required to have a Registered Office that is open to the public. A proprietary company must however, have statutory registers available to the public for inspection. For this reason, most people use the offices of their accountants or solicitors if the necessary consent is given. Companies are required to display their name prominently at every place at which they carry out business, and which is open to the public. Indication of the company name is no longer required external to the company premises. Indication of the company name within the premises is sufficient.

A.

Every Australian company must have a Principal Place of Business within Australia. Such a place may also be the company’s Registered Office. Changes in address of the principal place of business must now be notified to the Australian Securities & Investments Commission (ASIC).

A.

Under the First Corporate Law Simplification Act 1995, companies registered prior to December 12, 1995 can convert to a Sole Director/Member company. The existing directors and members of the company must resolve to repeal their existing constitution (Memorandum and Articles of Association), and adopt a new constitution, which allows for these changes. The company can then retire the relevant officeholders accordingly.

If you would like further clarification regarding any of the issues raised in these FAQs, please feel free to contact us here whenever convenient.