Company Registration in Australia - Offshore Business Starting & Setup

Australia's legal system has been influenced by English law. As in England the main legal sources in Australia are legislative acts and common law formulated in court decisions.

Common law is the same for all six states and two inland territories: Northern and the Australian Capital Territory. Precedent validity only decisions of the Supreme Court of Australia and supreme courts of states and territories.

The Australian legislation consists of the laws issued by parliaments of the Union and separate states and by-laws of corresponding executive authorities.

The main law regulating companies is the Corporations Act 2001.

The laws of Australia provide for the following legal forms of companies:

• Proprietary Company Limited by Shares;
• Proprietary Company Unlimited Company with Share Capital;
• Public Company Limited by Shares;
• Public Company Limited by Guarantee;
• Public Company Unlimited Company with Share Capital;
• Public Company No Liability Company;
• Partnership;
• Branch of a foreign company.

The most popular and widespread form in Australia is the Public Company with Limited Liability.

A company may use a free name (if it is not identical or unacceptable) or ACN (the expression "Australian Company Number" followed by the company's ACN).

Limited public company must have the word "Limited" at the end of its name. Limited proprietary company must have the words "Proprietary Limited" at the end of its name.

Unlimited proprietary company must have the word "Proprietary" at the end of its name.

No liability company must have the word "No Liability" at the end of its name.

A public company must not include the word "Proprietary" (or an abbreviation thereof) in its name if it was a public company before July 1, 1998; and if the word "Proprietary" was included in its name before July 1, 1998.

To register a company in Australia, you must go through the following steps:

1. Checking and choosing an acceptable company name and structure.

Company name can be registered with Australian Securities and Investments Commission (ASIC). Procedure takes 1-2 hours.

2. Payment for services.

3. Preparation of documents for submission to the Registrar.

Preparation of the set of documents for company registration, signing of documents by the participants.

Necessary documents:

• Application forms for registration;
• Corporate documents of the company (Charter, Memorandum of Association, etc.);
• Confirmation of reservation of the company name;
• Information on the company structure (shareholders, directors, secretary) and on the registered office;
• Any additional information on request of state authorities.

4. Company registration.

Terms for incorporation are about 5 business days from the date of filing all required forms and documents to the Registrar.

Australian Securities and Investments Commission assigns each Australian company unique number - Australian Company Number (ACN).

5. Obtaining unique numbers to identify a business.

Australian Business Number (ABN) and Tax File number (TFN).

Companies in Australia must have a registered office.

All main documents of the company must be stored at the address of the registered office.

There are no mandatory requirements for the company seal.

Redomiciliation of companies to and from Australia is permitted.

Proprietary company must have at least 1 director. This director must be a resident of Australia.

Public company must have at least 3 directors (not including deputy directors). At least 2 directors must be resident in Australia.

Director of the company may be appointed only a person over 18 years.

The company must notify the Securities and Investments Commission within 28 days of the appointment of a director or a deputy director.

A public company is not required to have a secretary, but if it has 1 or more secretaries, at least 1 of them must be a resident of Australia.

Public company must have at least 1 secretary, one of whom must be a resident of Australia.

The secretary can be a person over 18 years old.

The company must notify the Securities and Investments Commission within 28 days of the appointment of a secretary.

Proprietary company limited by shares must have authorized capital and at least 1 shareholder. Securities and Investments Commission may petition the court for dissolution of the company if it has no shareholders.

A company must have no more than 50 non-employee shareholders if it is:

Registered as a proprietary company; or has changed by becoming a proprietary company; or remains registered as a proprietary company.

A director of the company, who is its sole director and sole shareholder, may exercise all the powers of the company except those to be exercised by the general meeting of shareholders.

In August 2022, the Australian Treasury Department launched a consultation paper on tax transparency in which it disclosed plans to implement a public beneficial ownership register.

In Multinational Tax Integrity and Tax Transparency, published for consultation, the Department of the Treasury explained that the new Beneficial Ownership Register will show who "ultimately owns or controls a company or entity."

There is no minimum authorized capital requirement for a Proprietary company limited by shares.

Bearer shares are prohibited.