Australian Securities and Investments Commission - Starting a company or business

How to register a company

Step 1: Decide on your business structure
Step 2: Choose a company name
Step 3: Determine if you will operate under replaceable rules or a constitution or a combination of both
Step 4: Obtain consents - member(s), director(s) and secretary(secretaries)
Step 5: Complete and lodge the application form
Step 6 (optional): Get a commemorative record of registration
Step 7: Get to know your legal obligations
More company information

See also:

Registering not-for-profit or charitable organisations
Registrable Australian Bodies
Special purpose companies
Foreign Companies
Company searching and registration in New Zealand

Applications to register an Australian company can be made through a number of business service providers that use software that deals directly with ASIC. A company can be registered in minutes. To find these providers, search business listings for ‘shelf company services’ or ‘Australian company registration’. These providers can also offer full company secretarial services including registers, consents and share certificates.

If you do not wish to use these services you will have to complete Form 201 Application for registration as an Australian company. We suggest you print a copy of Form 201 now and have it handy as you read this page. The last page of this form is a guide to filling it in. This will also help you complete the form and know what other documents (if any) you must also send us with your application. Open a Form 201 now.

As most companies in Australia are registered as proprietary companies, this is a guide to register a proprietary company.

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 ('Act') 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 (you can find a list on the Australian government's business.gov.au website). 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.

Registration or use of a business name:

does not create a legal entity (only registering a company creates a legal entity) and
does not allow the use of privileges to which a company is entitled, such as a corporate tax rate or limited liability.

A business name has no legal status.

If a company carries on a business in a name that is different to its company name, it must register the business name with the appropriate State/Territory authority.

While the requirement to register business names is not under the Act, business names are still recorded by ASIC's National Names Index, and the register against which proposed new company names are checked includes business names.

See also:

Registering not-for-profit or charitable organisations
Registrable Australian Bodies
Special purpose companies
Foreign Companies
Company searching and registration in New Zealand

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 we have given the company an exemption under section 150 of the Act. We only give this exemption when the company has been formed for non-commercial objectives, such as a charity or benevolent organisation.

See also Registering not-for-profit or charitable organisations.

What names can and can't be chosen
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.

You can search the National Names Index on our website at www.asic.gov.au. The index lists all Australian company and business names. You can also use our Identical Names Check facility to check whether your proposed name is identical to another name already registered. A search of company and business names can also be carried out at any ASIC Service Centre.
Certain words and phrases cannot be used in company names without the approval of a specified Minister or Government agency, for example words such as 'building society', 'trust', 'university', 'chamber of commerce' and 'chartered', as well as words suggesting a misleading connection with Government, the 'Royal Family' or an ex-servicemen's organisation. These restrictions make sure that a company's name does not mislead people about its activities. This list is in Schedule 6 of the Corporation Regulations.

ASIC may refuse to register certain names if they are offensive or suggestive of illegal activity.

You may also need to consider if your proposed name is similar or identical to any registered or pending trademarks. Check the IP Australia website to find out.

Using the ACN as a name
It is not necessary to give a company a name. If you prefer, the name of the company on registration can be its Australian Company Number (ACN), which we give a company when we register it.

When you apply to register the company you do not need to nominate a name. Instead, tick the appropriate boxes on the form.

Possible problems with similar names
Even if ASIC reserves or registers a name, a person or corporation with a similar registered name may still take action against you.

It is entirely your responsibility to be aware of any problems that might arise from names already registered which are similar to, or likely to be confused with, the name you register.

Once you have selected a name, you can then proceed to complete the Form 201 to apply 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.

Reserve a name on Form 410 (optional)
If you want to make sure that your intended name cannot be taken by another person before you are ready to register it as a company, you can reserve a name by completing and lodging with us a Form 410 Application for reservation of a name. Make sure you enclose the correct fee with this form. List of fees for commonly lodged documents.

If we approve the name we will reserve it for you for two months.

If you have reserved the name and the initial two months reservation time has not passed, you may apply to extend the two month period by lodging a second Form 410 with the prescribed fee. We will not indefinitely reserve a name if it prevents other people from legitimately using the name.

See also:

Step 3: Determine if you will operate the company under the replaceable rules or a constitution or a combination of both
(Refer Constitution and Replaceable Rules)
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 (not applicable for sole director/shareholder proprietary companies – see special rules below)
its own constitution
a combination of both.

Replaceable Rules
The basic rules for internally managing a company are included in the Act as 'replaceable rules'. The table under s.141 of the Act sets out the provisions of the Act that apply as replaceable rules.

A company may take advantage of the replaceable rules in the Act to govern its internal management - it does not need to have a written constitution of its own. This means that companies choosing to be governed by the replaceable rules will not incur the expense of keeping their constitutions up to date with the law - even in the event that the replaceable rules are amended. (Refer to more detailed information about replaceable rules.)

Special rules for sole director/shareholder proprietary companies
A proprietary company with a single shareholder who is also the sole director has no need for a formal set of rules governing its internal relationships - whether those rules are the replaceable rules under the Act, or otherwise set out in a constitution. Accordingly, s.135(1) of the Act provides that the replaceable rules do not apply for such companies.

Where the replaceable rules do not apply by operation of s.135 of the Act, it does not mean that sole director/shareholder proprietary companies have to adopt a constitution (although they may do so if they wish). Such companies only need rules to allow them to conduct business and which deals with contingencies. The Act sets out some basic rules that are only applicable for sole shareholder/director proprietary companies, especially regarding the rights and powers of the director - as follows:

s198E(1) sets out the powers of directors of single director/single shareholder proprietary companies
s198E(2) deals with the power of a single director/single shareholder proprietary company to sign, draw, accept, endorse or otherwise execute negotiable instruments
s202C deals with remuneration of a single director who is also the single shareholder of the company and reimbursement of all expenses incurred by that director in connection with the company's business
s201F sets out special rules for the appointment of directors for single director/single shareholder companies.

Although a sole shareholder/director proprietary company may still have a constitution, the rules in s198E, 202C and 201F cannot be modified.

If an additional director is appointed or an additional person takes up shares in a single director/single member company, the replaceable rules will automatically apply to the company – except to the extent that they are displaced by a constitution adopted by the company.

Constitution
A company may choose to adopt a constitution rather than use the replaceable rules:

If it is a proprietary company it does not have to lodge its constitution when applying to register the company. However the constitution must be kept with the company's records so it is available if required.
If a public company adopts a constitution or a combination of replaceable rules and constitution, a copy must be lodged with us when applying to register the company.
The Act requires that a no-liability company must be a public company and requires it to have a constitution that restricts its activity to mining purposes only. A no-liability company (NL) must, therefore, lodge a copy of its constitution with the application.
For most company types you can choose whether or not to state the company's objectives in its constitution. However if the company is a no-liability company it must, under the Act, state its objectives.

If the company states its objectives it is restricted to them unless they are later changed by a special resolution of the members. A company's constitution may define legal rights, duties and restrictions of the company. If you decide that the company should have a constitution, you should get legal advice on its content.

The Australian Taxation Office (ATO) has specific clauses which the constitution of a 'non-profit company' (generally public companies) must contain to be eligible for tax concessions.

The ATO can give you more details including examples of the clauses required.

Proprietary Companies
A proprietary company must comply with s112 and 113 of the Act which states that a proprietary company:

must be either limited by shares; or an unlimited company that has a share capital and
must have no more than 50 non-employee shareholders.

A proprietary company must not engage in any activity that would require disclosure to investors under Chapter 6D, except for an offer of its shares to:

existing shareholders of the company or
employees of the company or a subsidiary of the company.

If a proprietary company contravenes s113, one consequence is that ASIC may require it to convert to a public company (s165).

See also:

Constitution and replaceable rules
Replaceable rules outlined

Step 4: Obtain consents - member(s), director(s) and secretary(secretaries)
Before applying to register a company you must get the written approval from people who agree to fill the following roles:

director(s) (a director must be a person over the age of 18 years)
secretary (a secretary must be a person over the age of 18 years)
member(s) (every company must have at least one member).

A proprietary company must have at least one director, but need not have a secretary. The director and secretary (if any), must ordinarily reside in Australia.

A public company must have at least three directors and at least one secretary. At least two of the directors and one secretary must ordinarily reside in Australia.

For companies limited by guarantee, members are liable as contributories on a winding up of the company. Each member must agree in writing to the amount of 'guarantee' they will pay.

Do not lodge these declarations of consent or agreements when applying to register a company. The person applying for registration must have the relevant consents and agreements when the application is lodged and must give them to the company after the company becomes registered. The written consents must be kept with the company's records and details will need to be recorded in the register of members.

Step 5: Complete and lodge the application form
If you have completed steps 1 to 4 you are now ready to complete and lodge Form 201 Application for registration as a company. Make sure you enclose the prescribed fee when you lodge Form 201 with us. List of fees for commonly lodged documents.

On Form 201 you must fill in details about:

the proposed company name (if the company does not have a proposed company name, the name on registration will be its ACN)
the class and type of company
the registered office details
the principal business office details
director and secretary details
share structure details and
members' share details.

Public companies may be required to give other information and / or lodge other documents with the Form 201. There is a 'guide' to filling in Form 201 on the last page of the form which will help you.

If the registered office will not be occupied by the company but by, for example, your solicitor or accountant, then the occupier must give written approval for the company to use that address. Do not send this approval to us. Keep it with the company's records.

When the Form 201 has been completed, the applicant must sign it. The applicant can be either a person or a company.

Mail the form to:
Australian Securities and Investments Commission
PO Box 4000
Gippsland Mail Centre VIC 3841

You can also lodge the form in person at any ASIC Service Centre or with a Local ASIC Representative.

Certificate of registration
When we receive a Form 201 with the correct fee we will process the application by:

giving the company an ACN
registering the company. A company comes into existence as a body corporate at the beginning of the day on which we register it and remains in existence until it is deregistered, and
issuing a Certificate of Registration. The company's name is the name specified on this certificate.

Within two days of registration, we will also issue a corporate key to the company's registered office address. Find out more about corporate key.

See also:

Registering a company - proof of identity for personal cheques

Step 6 (Optional) Order a commemorative record of registration

ASIC's Commemorative records of registration come in twelve eye catching designs to suit your business. These large 28cm x 36cm documents, printed on quality card, are designed to be framed and displayed.

You can download the order form or place an order at any one of our Service Centres.

There are 12 types designed to reflect your company's image...

Display of commemorative certificates of registration. For details and larger images, click here.

Step 7: Get to know your legal obligations
Display your company name
A company must display its name prominently at every place at which the company carries on business that is open to the public. A public company must also display its name and the words "registered office" prominently at its registered office.

Use your Australian Company Number correctly
When we register a company we give it a number known as the Australian Company Number (ACN).

The company name, in legible characters, followed by the expression 'Australian Company Number' (or a permitted abbreviation - list shown below) and the number itself must appear on:

the common seal (if any) and every other seal of the company (if any)
every public document issued, signed or published by, or on behalf of, the company
every eligible negotiable instrument issued, signed or published by, or on behalf of, the company, and
all documents required to be lodged with ASIC under the Act.

This is required under s123 and s153 of the Act.

The abbreviations set out below may be used:

instead of words that the Act requires to be part of a company's name or to be included in a document or on the company's common seal (if any), and
instead of words that are part of a company's name, and
with or without full stops.

Permitted abbreviations are:

for Proprietary 'Pty'
for Limited 'Ltd'
for No Liability 'NL'
for Australian 'Aust'
for Company 'Co' or 'Coy'
for Number 'No'
for and '&'
for Australian Company Number 'ACN' or 'A.C.N.'

Further information about the Australian Company Number is available.

Use your ABN correctly
You can now use your Australian Business Number (ABN) with your company's name, on company documents and negotiable instruments, provided that:

your ABN includes your nine digit ACN, and
the quotation of the ABN is effected in the same manner in which quotation of the ACN would normally occur. (For example, a company is required to place its ACN with its name on the first page where that name appears in a document).

Legal obligations of company officeholders
Make sure that company officeholders know what their legal obligations are.

More company information

For a more information about companies and administering them, read Running your company or contact us on 1300 300 630.

This is Information Sheet 61 (INFO 61). Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.

ASIC Website: Printed 08/20/2008

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