Summarised hereunder are the actions and requirements to incorporate and register a new (Proprietary Limited) company subsidiary:
- Form 201 needs to be completed and the incorporation fee paid to ASIC. Application can be processed on the spot at ASIC and Certificate of Registration obtained.
- Decide on company name: my search shows the only similar name to the one being considered is the business name already registered to the group in Queensland.
- To use a business name for a company the current proprietor/s must be identical to the initial member/s (shareholder/s) at the time of application to register the company. There is provision on the Form 201 to “sign off” on this and no letter from proprietor/s agreeing to use of the name is required. Apparently, either the proprietor/s or the member/s can be changed later without control!
- Decide on type of company: presumably a “Pty Ltd”, limited by shares.
- Will the company use the “Replaceable Rules” (in the Corporations Act) in lieu of a Constitution? If a Constitution is required (because, for example, the Replaceable Rules don’t suit) then one will have to be obtained (at extra cost). Initial member/s must agree in writing to the Constitution by each signing a copy (retained in company records). Pty Ltd companies do not lodge the Constitution with ASIC.
- Note that the Replaceable Rules do not apply to single member/single Director companies so, if they do not have a Constitution, they effectively have no written document governing the internal management of the company – it’s simply subject to the CA and common law.
- Registered Office: if the company is not the “occupier” of the premises, the occupier’s consent in writing is required (addressed to the company Director/s and just retained in the corporate records – not lodged with ASIC).
- Details of initial Director/s and Company Secretary (if there is one): their consents are required in writing (also held in company records), setting out the necessary particulars. Note, by the way, that for a Pty Ltd company at least 1
Director and 1 Company Secretary (if there is one) must be Australian residents.
- For the sake of good order, although apparently not technically necessary, a “formal” meeting of the initial member/s (held no later than the date of incorporation) should be minuted, resolving to appoint the initial director/s. This, of course, will not apply if it is to be a sole director/sole member company.
- Names of initial member/s (shareholder/s) and details of shares to be issued on incorporation are required in writing (held in records).
There is a little more to go on the application form, but that is self-explanatory.
After incorporation, various matters need to be attended to, including:
- hold the first Directors’ meeting to deal with procedural and “housekeeping” matters
- establish the “books” of the company
- issue share certificates
- display the company’s name at the places of business
- obtain a common seal, if required.
*Originally written by Company Secretary, an Australian virtual company secretary service.