Dealing with businesses and companies
This is Information Sheet 26 (INFO 26). It sets out steps you can take to reduce the risks of being swindled by unreliable operators and fly-by-night businesses. It is not personal advice.
As a consumer or small business owner, you need to ensure that your interests are protected when you deal with other businesses. Take these steps to protect your interests.
- Ask key questions of the business
- Verify information you are given
- Use your search results
- Ask more questions
- Seek professional advice
- Monitor the company and report problems
Find out details about the company or business that will help you to obtain further information. Ask for:
- the company’s Australian Company Number (ACN) (if it is a registered company)
- the business name and the Australian Business Number (ABN) of the holder or the state registration number (if it has one)
- details about any licences that the company has to operate its business, such as an Australian financial services licence if providing financial advice or dealing in financial products, or an Australian credit licence if providing credit services.
What is an ACN?
Since 1 January 1991, every company in Australia has been issued with a nine-digit ACN. The ACN is a unique identifier and no two companies can have the same ACN.
What is an ABN?
The ABN is a number for business dealings with the Australian Taxation Office (e.g. an ABN is needed to register for the goods and services tax (GST)). When a company with an ACN has also been issued with an ABN, the ABN may be the ACN with two additional digits before it, resulting in an 11-digit number. For example, a company that has both an ACN and ABN could have an ACN of 123 456 789 and an ABN of 77 123 456 789 (i.e. the last nine digits will be the same).
What is a business name registration number?
Since 28 May 2012, ASIC has registered business names. The business name holder is required to have an ABN.
Before 28 May 2012, the state or territory in which the business or trade was carried out registered the business name.
You can search ASIC’s registers on ASIC Connect to find out if a business name or company is registered. For more about the differences between a registered business name and a company, see 'Understand the difference between a business and a company’ below.
After you have obtained the ACN, ABN or state and territory business name registration number, you can:
- check if the business name or company is registered
- find out who holds the business name or who are officeholders of the company
- search ASIC’s registers, and
- ask more questions.
Verify that the business or company is registered
You can verify that the company or business name is registered by conducting an Organisations & Business Names Index search.
Because each company and business has its own unique registration, searching by an ACN, ABN or former state or territory business name registration number can assist in narrowing a search.
It is important to know that if a company or business is registered and appears on our register, that doesn’t necessarily mean it’s a safe company or business to deal with. There are many other searches that will help you find out more about the company or business: see Search ASIC’s registers and databases below.
What is a registered business name?
A registered business name is a trading name under which a person or entity carries on business or trades. Examples might be Roxy Cafe, TJ Smith & Co or Hollingdale & Jones. The word ‘Company’ or ‘Co’ in a name does not necessarily mean that the business is registered as a company under the Corporations Act 2001 (Corporations Act).
Operating a business under a business name is different to operating a business using a company. A business name is not a separate legal entity, which means the entity operating the business will be liable for the debts. See more about business names.
What is a registered company?
A company is a body corporate registered in Australia by ASIC under the Corporations Act (section 9 of the Corporations Act 2001 has a detailed legal definition). Each company is allocated a unique ACN.
A company name will usually include one of the following legal elements:
- Proprietary Limited (Pty Ltd)
- Unlimited Proprietary (Pty)
- Limited (Ltd), or
- No Liability (NL).
The general characteristics of a company are that it:
- is a corporate body created by law
- has all the powers of an individual and a corporation
- can sue and be sued in its own right
- has officeholders (director(s), secretary(ies))
- has a registered office
- has at least one member (also known as a shareholder)
- has perpetual succession (i.e. it continues even if its members die or resign).
Find out who owns the business
If you are dealing with a business trading under a business name or company, it must be registered with ASIC. The business name holder or company must provide ASIC with information that we then make available to the public. You can find this information on ASIC’s registers and databases.
You can use our ASIC Connect registers to find information about a company. You can print summaries of key information.
Our Moneysmart website enables you to check basic facts about the people, companies or schemes you are thinking of dealing with. You should do this before you get financial advice, hand over your money for an investment, get a loan or credit, or buy financial products. ASIC's databases can tell you if these people or companies are registered or licensed.
ASIC media releases
Our media releases cover a wide range of ASIC activities, such as enforcement outcomes and consumer warnings. You can check if we have issued a media release about a company or individual by searching the company or individual name.
Detailed company and name searches
You can purchase a company extract at ASIC Connect. The extract will provide current and historical details about a company, including the officeholders, addresses and, in some cases, members of the company. You can also purchase images of company documents that are on ASIC’s public register.
You can do a personal name search on the directors and company officers for a fee. This will show what other companies each person is involved in as a company officer or member.
You can also purchase a business name extract. This shows the business name holder and details such as the principal place of business and address for service of documents.
You can also use an information broker to do company and name searches of our registers. Your accountant, solicitor, business consultant, credit reference agent or mercantile agent may also be able to do the searches for you.
If a business is a registered company, you can use your search results to answer the following questions, which will help you to assess how risky dealing with that company is.
How long has the company been in business under its current name?
This may give you some idea about the stability of the company.
What’s the company’s status? Is it registered, deregistered or under external administration?
You should only deal with a registered company. If it’s deregistered, then the company can’t legally operate. If it’s under external administration (shown as EXAD in your search), you know that it has run into financial trouble and you should be cautious about dealing with it.
Who are the directors and company officers? How long have they been with the company?
This will give you some more clues about the company’s stability. New management and new directors may mean fresh ideas, but frequent changes can point to problems. The company may not be stable, and it may have inconsistent management policies.
If the person you are dealing with seems to be in charge of the company but isn’t a listed director, this could be a warning sign. You should make further inquiries to find out if they are bankrupt (see below), or have been disqualified as a director (see below).
What’s the company’s share capital? Is it a $2 company or does it have more capital?
A $2 company is not necessarily a bad risk, but $2 may be all the members have put in to fund a company’s operations. The amount that members are willing to invest suggests how much risk they’re willing to accept in backing the business.
Who are the members?
The names and details of the members will tell you more about who is behind the business. Member information cannot be obtained if the company is a public company because these types of companies are not required to tell ASIC who their members are.
What are the company’s financial details?
If the company is a small proprietary company, it does not need to lodge financial statements with ASIC.
If it’s a large proprietary company, a public company, a disclosing entity, or a registered scheme, it should have lodged financial statements within four months after the end of its financial year (three months for a disclosing entity or registered scheme). You can obtain copies of financial statements lodged with ASIC.
Are any of the directors disqualified from acting in management?
Your search of the banned and disqualified persons register on ASIC Connect should show if a director is disqualified from managing a company. (Note that the register does not include those disqualified from management because they are undischarged bankrupts or have been convicted of fraud.) A disqualified director should serve as a warning when dealing with that person. If the search says ‘NIL return’ it means the directors haven’t been disqualified.
What other companies are the directors and company officers involved in? Are any of these failed companies?
Your personal name search on the directors and company officers will show what other companies each person is involved in. This may help you form an opinion about their business background. If the directors have been involved in other failed companies, it is a strong warning sign.
Has the company or director offered an ‘enforceable undertaking’ to ASIC?
Court enforceable contain a set of undertakings from parties who contravene the legislation we administer and that we may accept and that are enforceable in a court. We may accept court enforceable undertakings as an alternative to, or in conjunction with, other enforcement action. For example, a director may undertake to stop acting as a director or taking part in the management of a company for a specified period.
For further information, refer to Regulatory Guide 100 Court enforceable undertakings (RG 100).
Before doing business, here are some more questions you can ask of the people you are dealing with:
Do the business activities require a licence?
Many small businesses need a licence to carry out their business (e.g. builders, plumbers, motor car traders). The fair trading or consumer affairs department in your state or territory can tell you which licences a business needs and whether that business or company holds a particular licence.
You can verify licence details by checking with the relevant state or territory bodies.
Businesses and companies that engage in activities relating to credit or financial products may need to be licensed with ASIC or be authorised to engage in these activities. It is important to only deal with licensed people and businesses, because you will be better protected if things go wrong and will have access to free dispute resolution services.
You can browse our professional registers for Australian financial services (AFS) licensees and authorised representatives to determine whether the company or business has the appropriate authorisations.
To help you determine whether the company or business has the appropriate authorisations, you can also browse professional registers for:
- financial advisers
- credit providers
- auditors and liquidators
- and other financial services professionals.
Are any of the people you’re dealing with, or anyone involved with the management of the business, bankrupt?
You can check if a person is an undischarged bankrupt with the Australian Financial Security Authority (AFSA) for a small fee. It’s against the law for bankrupts to be involved in the management of companies.
Does the business have adequate books and records?
You may not be able to inspect the records, but do any of your dealings suggest these records are poorly kept? Poor records are a definite danger sign.
Does the business have an accountant? If so, how long has that person been associated with the business?
An accountant isn’t a guarantee of safety, but it means there’s a better chance that the financial records are in order. Larger companies may have an external auditor as well.
Does the business have a good name with others (e.g. suppliers, competitors)? Does the business pay its suppliers on time? Can it produce credible trade references?
It’s a good idea to check trade references by contacting others who deal with the business and asking some questions.
What’s the credit rating of the business?
You can find out the credit rating of the business and if it has any credit defaults. To find out the credit rating of the business, use the credit reference services of credit reporting agencies. This will tell you whether it’s a good idea to extend credit to the business.
You can also check with credit reference agents (where you do not have to be a member). There will be a fee for this service.
What’s the quality of the goods or services?
You may know, or you may be able to find out from previous customers, the standard of goods or services being offered. This is not a guarantee of good business practices, but poor quality may be a warning sign.
Is the business a member of an industry association?
The business could belong to various industry associations. Some of these associations require members to comply with standards of conduct and ethics. If the business belongs to one of these associations, it’s a good sign. Call the employers federation, chamber of commerce or equivalent in your state or territory. They can tell you which industry associations are relevant to the business you’re interested in. Ask the business if they are a member of an association, and check this with the relevant association.
You may need help understanding the answers to the above questions, or the answers you have found may point to serious problems. In this case, you may wish to get professional business advice from a trusted adviser including your accountant or solicitor. While this may incur a cost, it’s money well spent if it stops you from losing money owed to you by a business or company that fails. Find out more on professional advice.
To monitor the company, you can register for our free Company Alert service. This service will automatically notify you by overnight email if documents are lodged relating to the companies you nominate.
If you believe directors of a company may be breaching the Corporations Act (e.g. the company is still trading even though it can’t pay its debts or the directors are not honest or taking proper care when operating a company) you can lodge a complaint online.
If you are concerned about a company’s products or services, you may need to contact the fair trading or consumer affairs office in your state or territory.
Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice. Omission of any matter on this information sheet will not relieve a company or its officers from any penalty incurred by failing to comply with the statutory obligations of the Corporations Act.
You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases your particular circumstances must be taken into account when determining how the law applies to you.
Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.
This information sheet was updated in June 2022.