How to Register a Company
To register a company in Australia, there are seven steps you need to do.
- Decide on your business structure
- Choose a company name
- Determine if you will operate under replaceable rules or a constitution or a combination of both
- Obtain consents – member(s), director(s) and secretary(secretaries)
- Complete and lodge the application form
- (optional): Get a commemorative record of registration
- Get to know your legal obligations
Step 1: Decide on your business structure
You need to find out if a company structure best suits your business needs. We recommend that you seek legal or other professional advice about your particular circumstances. At this stage you should also make sure you understand what your legal obligations will be if you become a company officeholder. When a company is registered under the Corporations Act 2001 it is automatically registered as an Australian company. This means that it can conduct business throughout Australia without needing to register in individual State and Territory jurisdictions. Businesses that are not companies (eg, sole traders and partnerships) are required to register their business name with the appropriate State/Territory authority. However, this is not necessary if the business is conducted under the name of the person or persons involved; that is, first name and surname, or initials and surname.
Step 2: Choose a company name
Company name must indicate its legal status A company name must indicate the company’s legal status. A proprietary company must include the word ‘Proprietary’ or the abbreviation ‘Pty’ in its name. A company must also indicate the liability of its members in its name:
- If the liability is limited, the company name must end with the word ‘Limited’ or the abbreviation ‘Ltd’
- If there is no liability, the company must end its name with the words ‘No liability’ or the abbreviation ‘N.L.’.
However liability doesn’t have to be shown if the company have been given an exemption under section 150 of the Act. An exemption is given when the company has been formed for non-commercial objectives, such as a charity or benevolent organisation. You can only choose a company name that is not already registered to a company or business. Also there is a list of words that you cannot use without special approval. Check the National Names Index on the ASIC website to see a list of all Australian company and business names. You can also use the Identical Names Check facility to check whether your proposed name is identical to another name already registered. ASIC may refuse to register certain names if they are offensive or suggestive of illegal activity. Once you have selected a name, you can then proceed to register the company. If you are not yet ready to register the company, but want to make sure the name is still available when you do, then you can reserve that name. If ASIC approves the name, the company name will reserve for two months. You may apply to extend the two month period if you still want the company name but is still not ready to register it when the two month period is up.
Step 3: Determine if you will operate the company under the replaceable rules or a constitution or a combination of both
Before you lodge an application to register a company you must decide how the company will be internally managed. That is, you’ll need to decide if its internal governance operates under:
- the replaceable rules in the Act
- its own constitution
- a combination of both.