How To Register a Standard Company

For more information, refer to the instructions below:

  1. Go to the given link http://nowinfinity.com.au/
  2. Login through the portal
  3. Click Menu1.png
  4. Go to Create Document
  5. Choose Standard Company under the Company Formations section2.png  

Note : the price may vary depending on ASIC. To check the company registration fee, you can visit Starting a company

Company Creation details:

After clicking the Standard Company from the Menu page, you will be redirected to the Interview Form.

Company Details

1. Proposed Name of Company

A company has the option to choose its own name. There are several requirements for the field.

  • Proprietary limited companies should contain the words proprietary and limited. The following abbreviations are also accepted:
    • Proprietary Limited
    • Proprietary Ltd
    • Proprietary Ltd.
    • Ltd.
    • Pty Ltd
    • Limited
    • Pty Limited
  • Several words are not allowed to be used such as:
    • Bank
    • Trust
    • Royal
    • Incorporated
    • King
    • Queen
    • RSL 
  • Unusual words for a Company Name will prompt you to use manual processing
  • Only ASCII characters are allowed to be used in the field. (ie: Special characters). (Click on this link for the list of accepted characters: Steps to register a company)
  • If any of the requirements are not met,  a red color image will be displayed in the field
  • You should select “No” on "Use ACN as company name?"  from the drop-down menu

 

2. Check Button

The Check button will allow you to confirm if the entered Company name is still available. 

 

3. Australian Company Number (ACN)

What is an ACN? How will it be displayed?

The ACN (Australian Company Number) is a unique nine-digit identification number issued to every company in Australia (eg. 987 654 321). If the ACN is selected as the company name it will appear as follows “A.C.N 987 654 321 Pty Ltd”.

When you decide to have the ACN as a company name, you will need select “Yes” from the drop-down menu for “Use ACN as company name?”. Notice the field changes, there is no longer a Proposed Company Name field.

You are required to select any of the options on the drop-down menu for Legal Elements.

If you decide to change the company name, an ASIC Form 205  will need to be lodged.

Note : Lodging a Form 205 will incur a lodgement fee. To find out more about the fee, visit Changing the set up of your company  

4. Jurisdiction of Registration

You are required to select the jurisdiction.

You can select where the company has its jurisdiction of registration by using the drop-down menu.

It is usually the state or territory in which it intends to primarily conduct its business or where its registered office is located.

To change the state or territory of registration, A Form 2213 will need to be lodge with ASIC. Note that a lodgement fee will be applied when lodging this form. ASIC do not accept electronic lodgement of this form.

Note : To know more about the fee for Form 2213, visit 2213 Application for change of State or Territory of registration of a company.

  

5. Is the proposed company name an existing business name?

You can select “Yes” or “No” from the drop-down menu.

If you select “Yes”,  the “Have you got an ABN or State Business Number” drop-down menu will be displayed.

There will be no changes if you select “No”. 

5.1 State Business Number

A State Business Number is a number given to a business that was registered before 28 May 2012.

The State Business Number may vary depending on the state or territory  

 Reference : 

Business Names Searches FAQ 

5.2 Australian Business Number

An Australian Business Number (ABN) is a unique 11-digit number that identifies your business to the government and community. Upon selecting ABN from the drop-down menu,  the ABN field will be displayed. You can manually enter the 11-digit number in the field.  The ABN can be obtained through the ASIC website (http://www.asic.gov.au/).

 

 

Case 1

Case : The name in the opinion of ASIC, the context in which it is proposed to be used, is undesirable for reservation as the holder of the identical business name is a partnership, and each of the partners must be a proposed director or member of the proposed company.

Resolution : If the business name is owned by a partnership, both partners needs to be recorded as a Director and / or Shareholder of the company.

Case 2

Case : V557 ABN is not that of the business name

Resolution :Verification on the ASIC website as to whether the Business Name entered has either an ABN or Business Number and correct accordingly.

Case 3

Case :The document in the opinion of ASIC is unacceptable because:

Note: Until the 'cancelled' business name becomes available, the proposed name is not available to register as either a company or a business name.

Resolution :  Cancellation of a Business Name is not immediate and once the cancellation is completed, the business name will be put on hold. The hold will be lifted based upon if:

  • The cancellation of the business name was initiated by the owner of the business, the name will become available after 4 months from the time the business was cancelled, or
  • The cancellation of the business name was initiated by ASIC, the name will become available after 6 months from the time the business was cancelled.

Note:

  1. The owner of the business name must be a Director and Shareholder of the proposed company
  2. The form must be submitted to ASIC for manual review, a txt box will be provided on the last page of the registration form to add additional information for ASIC

mceclip0.jpg

6.Does this company have an Ultimate Holding Company?

What is an Ultimate Holding Company?

An ultimate holding company is a company that has the overall control of the new company. An ultimate holding company can have any number of subsidiaries but cannot itself be a subsidiary.

You can select “Yes” or “No” from the drop-down menu. Ultimate Holding fields will be displayed when you select “Yes”.

There will be no changes on the field when you select “No”.

 

 

 

7.    Have you reserved the proposed name by lodging a form 410?

When reserving a company name prior to the registration of this company an ASIC Form 410 (Name Reservation) is required to be lodged. Once the form is lodged, ASIC will provide a reservation number which consist of 8 digits and one alphanumeric character (e.g. 2E1234567). 

Note : That lodgement of Form 410 will cost additional fee with ASIC. For more information on the fee refer to  Starting a company

You can select “Yes” or “No” from the drop-down menu.

Additional fields will be displayed when you select “Yes” from the drop-down menu.

No changes will occur when selected “No” from the drop-down menu.

 

Sample screenshot of a complete and valid form for Company Details

 1.1.png

 

When you click the Next Step button, you will be redirected to the Trust page. You also have the option to save the current form by clicking the Save and Complete Later link.

Saved forms can be accessed using the Saved Documents link from the Main Menu. 

Trust

The Trust form is optional. You can still create a Company without inputting any details for a Trust.

1.    Do you want to create a trust as well?

You can select “Yes” or “No” from the drop-down menu.

If you would like to prepare a trust at the same time as a company registration, select "YES". There will be no changes in the form when you select “No”.

2.    Add Resolution to Open a Bank Account?

In some instances, a resolution to open a bank account is required. If required a resolution will be incorporated to the documentation.

Note : You will have the option to click the Next Step button if you answer “No” to the question "Do you want to create a trust as well?"

3.    Select please trust type

Note: This is only applicable if you selected “Yes” to the question "Do you want to create a trust as well?"

You will be given a list of trusts from which to choose.

  

Then you will also need to input the name of the trust.

 

Note : When you decide to establish the trust, the trust documents will still not be created. You will need to complete the following additional steps:

  • Wait for the company to be registered first
  • Once registered, you should go to the Collaboration page to continue with the application (using the link from the email)
  • Complete the form using a link in the Collaboration page under the “Integrations” section 

Sample complete and valid form for a Trust

 

Addresses

All Australian companies must provide the following to ASIC:

  • The address of the registered office and principal place of business
  • The residential address of each office holder
  • The address of each member of a proprietary company

1.    Registered Address

An Australian company must have a registered office to receive all correspondence (including ASIC correspondences). The registered address does not need to be the same as the company’s principal place of business.

If the company does not occupy the premises, the owner/occupier of the address must give written consent to use the address as the registered address of the company.

You will be able to input the details manually. there are several requirements for Registered Address including:

  • Registered Address should be in Australia
  • PO Box is not allowed
  • Can be occupied by another entity

 

Details for the Registered Address

1.1 Care Of

This phrase indicates that something is to be delivered to an addressee where they don’t normally receive correspondence. This field is only available for the registered address section.

1.2 Unit/Level

You can manually input the unit/level. This field is not mandatory, so it can be left blank.

NOTE: ASIC (via RA72) sometimes return the address as U 1, L 1 or G instead of the word itself (like Unit, Level or Ground Floor).

This is normal, especially if it’s via EDGE transmission, however, ASIC record them as Unit, Level and Ground Floor.

1.3 Street Address

You can manually enter the street address. If the street address is invalid, a tallow exclamation point will be displayed.

1.4 Suburb

You can manually enter the name of the suburb. When you enter the first letters of the suburb, a list of suggested suburbs will appear together with the state and postcode.

1.5 State

You cannot manually enter the name of the state. You will need to choose from the list of Australian states input into the system. Non-AU is not part of the list since an overseas address is not allowed for the registered office.

1.6 Postcode

You can input the postcode manually.

1.7 Will this company occupy the address?

If the occupier of the address is not the company, written consent must be given by the occupier of the address (as per Corporations Act Section 1.5.3.7).

You can select "Yes" or "No" from the drop-down menu. If you select "No", another field needs to be answered.

1.8 Company that occupies

Note: This option will only be applicable if you answered "No" to 1.7 "Will this company occupy the address?"

You will need to enter the name of the occupier of the address. Another document will be generated called “Consent of Occupier”.

Reference

Glossary of Terms

Steps to register a company

CORPORATIONS ACT 2001 - SECT 1.5.3 Setting up a new company

CORPORATIONS ACT 2001 - SECT 142 Registered office 

2.    Principal Business Address

The same as with the registered office, you can manually enter the principal place of business. If the principal place of business is different from the registered office, ASIC must be notified (as per Corporations Act Section 1.5.3.8).

There are several requirements for principal place of business including:

  • Principal Business Address should be in Australia - If the address is a foreign address then you must contact ASIC via phone on 1300 300 630 and arrange for paper lodgement.
  • PO Box is not allowed 

Requirements for entering the principal place of business are the same as those for the registered office.

Reference 

CORPORATIONS ACT 2001 - SECT 1.5.3 Setting up a new company 

Sample of a complete and valid form for Addresses

 

 

  

When you click the Next Step button, it will redirect you to the Office Holders / Directors page. You can also access the previous page by clicking the specific name in the tab or by simply clicking “Back to previous page”.  

You also have has the option to save the current form by clicking the Save and Complete Later link.

Saved forms can be accessed using the Saved Documents link from the Main Menu. 

Office Holders / Directors

1.  Office Holder Details

Directors and secretaries are known as the office holders of the company. A proprietary company must have a minimum of 1 director (3 for public companies) and must reside in Australia.

For each officeholder, you will need to provide the following information:

  • Given and family name (middle name if applicable)
  • Date of birth
  • Place of birth and
  • Residential address

Directors

A proprietary company must have a minimum of 1 director (3 for public companies) who must reside in Australia (as per Corporations Act of 2001 Section 201A).

The requirements to be a director (as per Corporations Act of 2001 1.5.5) are:

  • Must be at least 18 years old
  • Must reside in Australia (for sole proprietorship)
  • Must give consent in writing that he/she accepts being a director of the company

Secretary

Appointing a secretary is optional. You can appoint 1 or more secretary/secretaries (as per Corporations Act of 2001 Section 204A).

A director can also be appointed as a secretary at the same time (as per Corporations Act of 2001 Section 1.5.5).

The requirements to be a secretary (as per Corporations Act of 2001 1.5.5) are:

  • Must be at least 18 years old
  • Must reside in Australia (if company has only 1 company secretary)
  • Must give consent in writing that he/she accepts being a secretary of the company 

1.1 Officeholder Name

 

1.2 Former Name

The Former Name/s field is optional and can be left blank.

You should provide the full name (first and last name). When you input either first or last name only, the field will be highlighted.

 

1.3 Residential Address

You can input the address manually.

The requirements for office holder’s address are:

  • Office holders are not allowed to use PO Box address
  • Office holders cannot use an overseas address unless there’s another director with an Australian address
  • Office holders cannot use a suppressed address - an alternate address needs to be provided
  • Office holders cannot use an address with Level

1.4 Date of Birth

You can manually input the date of birth. An office holder must be at least 18 years old.

1.5 City of Birth

City of birth  is the suburb and is only required if the office holder was born in Australia.

1.6 State or Country of Birth

You can manually input the data.

  • If born in Australia, you need to provide the state and not the country of birth.
  • Only if the office holder was born overseas will you need to input the country. You should follow what is indicated in the ISO 3166.

1.7 Office holder Role

There are 3 options you can choose from:

  • Director
  • Secretary
  • Director and Secretary

1.8 Consent to be an Office holder

A template can be downloaded if you need the office holders to sign a Consent to Act as an Office holder.

You can add several office holders by clicking on “Add one more Office holder”. 

Reference 

CORPORATIONS ACT 2001 - SECT 201A Minimum number of directors

CORPORATIONS ACT 2001 - SECT 1.5.5 Company directors and company secretaries

Steps to register a company

Checklist for registering a company - Choose company office holders 

 

Sample complete and valid form for Office Holder / Director

 

  

Shareholder

Shareholders are also known as members. They are the owners of the company.

A member of a company can be:

  • An individual
  • A Company/Body Corporate (eg. The ABC Pty Ltd) or a
  • Body Politic (eg. State of Queensland)

A member is an entity that can own property, sue or be sued. A business name is not a legal entity and therefore cannot be a member. Estates and trusts cannot hold shares in their own right – they must nominate an executor or a trustee.

There is no specified minimum age requirement to become a member of a company stated in the Corporations Act 2001. However, the company itself can make its own determination regarding the minimum age requirement.

All companies must have at least one member. Proprietary companies must have no more than fifty members who aren’t employees of the company. There is no limit on the number of members of a public company. ASIC may apply to a court to have a company wound up if it does not have any members.

ASIC only records the first 20 shareholders.

There are 2 types of shares you can choose in the Shareholder tab: 

  1. Corporate shareholder
  2. Individual shareholder

1.    Corporate Shareholder 

1.1 ACN

You can manually enter the ACN.

1.2 Company Name

The company name will automatically be pre-filled when you add the ACN.

If the company is an overseas company, you should tick the checkbox below the company name. This will disable the ACN field and will be replaced by the ARBN field, which is optional.

1.3 Registered Address

You will be able to manually enter the address. There are several requirements for the Registered Address:

  • Registered address should be in Australia (unless it is an overseas company)
  • Corporate shareholders are not allowed to use a PO Box address

1.4 Directors Name

You can manually add the name of the director of the corporate shareholder

1.5 Directors Residential Address

You can manually enter the residential address of the director of the corporate shareholder.

To add one more Director for the corporate shareholder, you can select "Yes" using the drop-down menu  for “Add Director?”. By selecting "Yes" a new set of Director fields will be displayed.

1.6 Is this Sole Director also the Secretary?

If you select "No" from the drop-down menu, another field will be added which will require you to add the name of the secretary of the corporate shareholder.

1.7 Has this Shareholder consented to be a member of the company?

You can select from the drop-down either "Yes" or "No". 

2.    Individual Shareholder

2.1 First Name

You will be able to manually input the first name.

2.2 Middle Name

You will be able to manually input the middle name.

2.3 Last Name

You will be able to manually input the last name.

2.4 Residential Address

You can manually input the details. Several conditions apply for the residential address for individual shareholders:

  • PO Box is allowed for individual shareholder
  • Overseas is allowed for both corporate and individual shareholders

2.5 Add Joint Shareholder

Note : You can add multiple joint shareholders, including a combination of individual and corporate, 2 corporate or 2 or more individuals. However, the portal does not yet support the combination of joint individual and corporate, 2 corporate shareholders. You can only do joint individual shareholders.

You can select from the drop-down menu. By selecting "Yes", a new set of shareholder fields will be displayed. You can add more than 2 joint shareholders.

2.6 Has this Shareholder consented to be a member of the Company?

You can choose from the drop-down either "Yes" or "No". 

If "No" is selected from the drop-down menu, the field will be highlighted in red and you will not be able to continue. A shareholder should sign a written consent. The consent does not need to be forwarded to ASIC but needs to be kept for record keeping purposes. 

3.    Share Details

3.1 Share Class

A company may issue different types of share class. The share class distinguishes between the different rights that may be assigned to different shares.

Most proprietary companies issue Ordinary Shares.

3.2 Total Number of Share Class

You can enter the number of shares manually. The number of shares the company issues represents the company’s capital.

The number and price of shares will be determined by the amount of capital needed by the company.

One shareholder can have several classes of shares with a different number of shares and price per share for each class.  A company can issue shares valued at $0 per share.

3.3 Total Number of Share Class

Shares can be beneficially held or non-beneficially held.

  • Beneficial Owning – means the shareholder owns the shares and gets the direct benefit from the shares.
  • Non-Beneficial Owning – shares are held by a person or entity on behalf of a trust, SMSF or another entity.

Reference

  Sample complete and valid form for a Shareholder

 

 

 

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