Company Incorporation Step by Step: Australia

 

This article covers what you need to know in order to get your new business registered  in Australia. Read on for details on Australia’s requirements, procedures, and the estimated timeline to register a company. 

Minimum Setup Requirements to Register a Company in Australia

For a proprietary company:

• Director (must reside in Australia) – 1
• Shareholders (crowd-sourced funded, majority must reside in Australia) – 2 

For a public company:

• Director (majority must reside in Australia) – 3 
• Company Secretary (must reside in Australia) – 1 

A company director is able to appoint someone else to act as an ‘alternate director’ for a fixed period of time. The ‘alternate director’ may have the full rights or selected rights of a director, he/she can also act as the ‘alternate director’ for more than one director.

Get Started: Company Incorporation Documents

Registration Process 

The Australian Securities and Investment Commission (ASIC) oversees the business incorporation process in compliance with the Australian Government. The Business Registration Service has streamlined and simplified the  incorporation process so it’s a breeze to do online here. 

*Every registered company in Australia must have an Australian Business Number (ABN) – a unique 11 digit number that is the official and legal identification for your business to the public. (See more below)

The Business Registration Services is a one-stop platform for anybody keen on starting their own business in Australia. The following are the required documents that must be applied and approved in order for the company to be registered.

• Australian Business Number (ABN)
• Business Name
• Tax Registration
• Licences and Permits
• Company Governance Structure 

Step 1: Decide on your business structure 

The first step after deciding to start your own business is to decide and declare the type of business structure that is the best fit for your business. The most common types of business structures are:

• Sole Trader
• Partnership
• Joint venture
• Trust
• Company

More information on the different types of business structure in Australia can be found here.

Step 2: Establish internal governance structure 

Having a good and strong internal governance structure helps to minimise the risks and streamline the process for making business decisions. However, proprietary companies consisting of only one director and shareholder need not establish an internal governance structure. 

The internal governance structure must encompass the following processes:

• Procedures for director and member meetings
• Share structure & transfers 
• Director appointment and removal 

The business can be governed by either replaceable rules or its own constitution. It can also be a mixture of both.

Replaceable rules are a basic set of rules that can be found in the Corporations Act and is an easier method to govern your business.

A written constitution works hand in hand with a shareholders agreement.

Step 3: Appointment of key officeholders 

Officeholders must be made aware of their legal responsibilities and duties when being appointed officially into their roles. Therefore, it is important to obtain written consent from the parties that have been appointed to office positions. Although the consent is not officially required as a document by ASIC, it is important to have it in the company’s records. 

Step 4: Registering your business with the ASIC

Registering the company will entail submission of a completed ASIC Form 201 Application and the payment of a registration fee (dependent on the type of business structure) of between AUD$408 – AUD$495.

Once the application has been approved, ASIC will issue the ABN and a certificate of registration which must be displayed at all times at the place of business.

The most important identity for a company in Australia is the Australian Business Number (ABN). Having an ABN makes your business identifiable on its own and is used for official and legal purposes as well. Application for an ABN is free for everyone, but not all are entitled to an ABN.

A company requires an ABN if:

• The company is conducting/ starting a business in Australia 
• Producing supplies connected with Australia’s indirect tax zone 
• A Corporations Act company

Reserving a business name 

The business name for the company must follow a fixed set of requirements in order for it to qualify as a company name. You can check if the business name intended has been registered already by searching it on the Australian Securities & Investments Commission (ASIC) website. The cost of registering a business name is AUD$36 (for 1 year) or AUD$85 (for 3 years). The online application process takes roughly 12 minutes to complete, and the approval, if successful, happens within 2-5 working days. 

*Note: it is optional to reserve and select a business name. Businesses in Australia are officially identified by their Australian Business Number (ABN).

Step 5: Tax registration and compliance

Businesses must also make sure they are fully compliant with the Australian taxation payment system. Therefore, the business must have the required tax registrations like a Tax File Number and the required exemption documents (if needed). 

Registering a foreign company in Australia

According to the Corporations Act, a company is listed as a ‘foreign company’ when it is a company registered outside of Australia. In this case, the company must be registered with ASIC in order to practice business in Australia. 

The steps to register are generally the same as for a local company. However, there are additional documents for registration. 

Documents required:

• Form 402 Application 
• Present certified copy of entity’s certificate of incorporation/registration
• Present certified copy of the entity’s constitution
• Memorandum of appointment of the local agent or power of attorney (in favour of the local agent) – Form 418 
• Memorandum stating the powers and rights of certain directors 

Accounting

All transactions relating to the business’s tax and superannuation issues, as well as tax returns and reports, must be kept in the company’s records. For companies with more than AUD$10 million annual turnover, all accounts and returns must be submitted by 15th January after the tax year ends. For companies with less than AUD$10 million annual turnover, all accounts and returns must be submitted by 28th February after the tax year ends.

Annual General Meeting

All companies must convene its annual general meeting within 18 months of initial incorporation and subsequently, within five months of the end of every financial year. 

Corporate Tax

All “small business” companies are required to pay a corporate tax rate of 27.5%, unless their annual turnover does not hit the minimum of AUD$50 million. All other companies are subjected to the full 30% on their taxable income.

Annual filing

All businesses operating in Australia must submit financial reports with ASIC and this is done usually towards the end of the financial year. Annual financial reports must be submitted for auditing as well. 

This article does not constitute legal advice.

The opinions expressed in the column above represent the author’s own.

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