Principal Place of Business

All companies must have a “Principal Place of Business”; i.e., a main place/location where the business is conducted and/or where decisions are made and/or where the company books and records are maintained.

This can be, and often is, a different location to the company’s Registered Office. The Registered Office is often at the company’s accountants or lawyers office, or at a directors home or office – and must be located within Australia. But that is often not where the company’s main business/head office is.

The Principal Place of Business can in fact be a foreign country, with the company’s only ‘representation’ in Australia being its RegisteredOffice.

If the Principal Place of Business is within Australia, and it carries on business there and is open to the public, the company’s name must be ‘prominently displayed’ at that location (sec.144). The Principal Place of Business cannot be a PO Box, it must be an actual place or location address.

Whilst the Corporations Act allows for various company books and/or registers to be held at its Principal Place of Business, that is only if that Place is located within Australia (sec.172).

If the Principal Place of Business is different to the Registered Office, that must be notified to ASIC when the company is formed. Any subsequent change in a company’s Principal Place of Business address/location (including a move away from the Registered Office) must be lodged with ASIC within 28 days of the date of change, using Form 484 (sec.146). The Company Secretary is primarily responsible for notifying ASIC of any change to the Principal Place of Business (sec.188).

*Originally written by Company Secretary, an Australian virtual company secretary service.

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