Australia Entity Setup

Under Australian law, a proprietary limited company (abbreviated as ‘Pty Ltd’) is a business structure that has at least one shareholder and no more than 50 non-employee shareholders, where the liability of shareholders is limited to the value of shares. The company must have at least one director who is resident in Australia, and there are restrictions on the company’s ability to raise funding from the public. Proprietary limited companies are the most common type of company registered in Australia.

If not wishing to incorporate an Australian Company, a foreign company “carrying on business” in Australia must still register. The process is similar to establishing an Australian company. Once registered, the foreign company may sue and be sued or may hold property in the name of its secretary or other officer. Branch offices will only be taxed on income deemed to be Australian sourced.

Where a foreign company does not intend to carry on business in Australia it may seek to establish a representative office. Such an office must however only engage in activities which will not amount to carrying on business (for example, undertaking promotional activities). If the representative office engages in activities other than those which would not amount to carrying on business, an Australian branch must be registered.

Each shareholder contributes capital to the company by subscribing and paying for shares. There are no minimum capital requirements. The paid up capital can be as little as A$1.00.

An Australian company only requires one shareholder. This can include a person living overseas. The member must file the registration form with ASIC.

A Branch is not required to have a local director, but a registered foreign company must have 1 local agent. A Proprietary company must have at least 1 director, and at least 1 director must ordinarily reside in Australia.

An Australian company only requires one shareholder. This can include a person living overseas. The member must file the registration form with ASIC.

Must have a registered office in Australia. This does not have to be owned or leased by the company, but the person who owns or leases that property must consent to it being the registered office of the company. Corporate records are generally required to be maintained at the registered office. The provision of a local registered address by a law firm for third party service provider is allowed. 

A register of Australian company and business names is maintained by the corporate regulator, Australian Securities and Investments Commission (ASIC). The company name must use the suffix Pty Ltd or have Proprietary Limited in their company name and cannot be identical to an existing registered name, and it cannot contain words that could mislead people about your activities, for example, bank, trust, incorporated or royal. To reserve your company name, you will need to lodge Form 410 – Application for Reservation of a Name with a fee of AUD 51. Once the application is approved, the name will be reserved for two months. 

In order to register a company a legal firm, corporate secretary or corporate service provider will assist with the preparation of company incorporation paperwork. This will include articles of incorporation, constitution, first AGM meeting, share certificate, member consent forms, consent to act as director and other legal documents to support the incorporation. The provider will then continue to manage any new company resolutions that are required over the course of the company lifecycle.

Company registration for an Australian company could originally be done by submitting Form 201 – Application for Registration as an Australian Company to the ASIC. However, from 2019, company registrations must be made online, and the Form 201 paper form is no longer available. Online company registration can be made through the Australian government’s Business Registration Service (BRS). The BRS combines company and tax registration which makes the process more straightforward and simpler.

Upon successfully incorporation a copy of the official certificate of incorporation will be issued by ASIC (Australian Securities and Investment Commission). In Australia, ASIC maintains a system of corporate records via an online platform that can be accessed by directors or your corporate secretary. The ASIC profile will include a ABN (Australia Business Number) and ACN (Australia Company Number) which is used for a number of the following registrations.

An ABN is a unique 11 digit number that identifies your business to the government and community.

A unique identifier issued by the Australian Taxation Office (ATO) to each taxpaying entity — an individual, company, superannuation fund, partnership, or trust. Not all individuals have a TFN, and a business has both a TFN and an Australian Business Number (ABN)

The Australian Taxation Office is an Australian statutory agency and the principal revenue collection body for the Australian Government. The ATO has responsibility for administering the Australian federal taxation system, superannuation legislation, and other associated matters. Post incorporation registrations include PAYE, GST and Payroll Tax.

The process of establishing a bank account can be an unexpectedly long process that many companies do not sufficiently plan for. This can include extensive application documents, notarized director documents, KYC documentation and in person signatures. Common local banks in Australia include ANZ, Commonwealth Bank, NAB, and Westpac Bank.

A superannuation benefit is a retirement benefit offered by employers to their employees. Superannuation is an organizational pension program created by a company for the benefit of its employees. It is also referred to as a company pension plan. The employer is required to pay a minimum amount based on the current super guarantee rate of your ordinary time earnings into super.

Workers compensation is governed by individual states and territories, and isn’t an area that we can help with. Each state and territory has their own regulator that administers and gives advice on workers compensation.