Starting a company

This information sheet sets out the steps involved in starting a company. It covers:

deciding if a company structure is right for you
choosing a company name
deciding how to operate your company
understanding your legal obligations as an officeholder
getting the consent of those involved in your company
registering your company, and
understanding your legal obligations regarding your company name, ACN and ABN.

Step 1: Decide if a company or a business structure is right for you
Step 2: Choose a company name
Step 3: Decide how to operate your company
Step 4: Understand your legal obligations as an officeholder
Step 5: Get consent from officeholders, members and occupiers
Step 6: Register your company
Step 7: Understand your legal obligations regarding your company name, ACN and ABN
Step 8: Order a commemorative record of registration (optional)
Where can I get more information?

Step 1: Decide if a company or a business structure is right for you

You need to decide if a company or a business structure best suits your needs. We recommend that you seek legal or other professional advice about your circumstances. At this stage you should also make sure you understand what your legal obligations will be if you become a company officeholder: see 'Step 4: Understand your legal obligations as an officeholder' below.

When we register an Australian company, the company can conduct business throughout Australia without needing to register in individual states and territories.

Please note that registering a business name is not the same as registering a company. Registration or use of a business name does not:

create a legal entity (only registering a company creates a legal entity), or
allow the use of privileges to which a company is entitled, such as a corporate tax rate or limited liability.

To register a business name go to the appropriate state or territory authority (you can find a list on the Australian Government's business.gov.au website). It is not necessary to register a business name if the business is conducted under the name of the person or persons involved; that is, first name and surname, or initials and surname.

Here’s how to register a proprietary company, the most common type of company.

See also:

Step 2: Choose a company name

A company name must show its legal status

A proprietary company must include the word 'Proprietary' or the abbreviation 'Pty' in its name and must also show the liability of its members, unless the members' liability is unlimited. For example:

If the liability of the company's members is limited to the amount unpaid on their shares, the company name must end with the word 'Proprietary Limited'.
If the liability of the members is unlimited, the company name will only end with the words 'Proprietary'.

There are approved abbreviations that you may use: see Table 1 below.

Names restrictions

You can only choose a company name that is not already registered to a company or business. To see if the name you want is available, you can search the National Names Index which lists all Australian company and business names. You can also use our Identical Names Check to check whether your proposed name is identical to another name already registered.

Certain words and phrases cannot be used in company names without the approval of a specified Minister or government agency. Words that cannot be used include:

'building society'
'trust'
'university'
'chamber of commerce', and
'chartered.

You also cannot use 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.

We may also refuse to register certain names if they are considered offensive or suggest illegal activity.

Possible problems with similar names

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

Even if we reserve or register a name for your company, a person or corporation with a similar registered name may still take action against you. It is 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.

Using the Australian Company Number as a name

It is not necessary to give your company a name. The name of your company on registration can be its Australian Company Number (ACN), the unique number we give a company when we register it.

You can select to use the ACN as your company name when you complete your application and you won’t have to nominate a name.

Reserving a name

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. The fee is shown on the application guide and must be enclosed when lodging the application.

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

You may apply to extend the two month period by lodging a second application with the fee. This second application must be lodged before the first two-month reservation period has passed. We will not indefinitely reserve a name if it prevents other people from legitimately using the name.

Step 3: Decide how to operate your company

Before you apply to register a company you must decide how the company will be internally governed. You'll need to decide if its internal governance operates under:

replaceable rules
its own constitution, or
a combination of both.

Your proprietary company cannot be governed by replaceable rules if you will be its only director and member; special rules apply instead.

Replaceable rules

The basic rules for internally managing a company are included in the Corporations Act 2001 (Corporations Act) as 'replaceable rules'.

A company may use the replaceable rules for its internal governance. This means the company does not need to have its own written constitution with the expense of keeping the constitution up to date with the law, even in the event that the replaceable rules are amended.

Constitution

A company may choose to adopt a constitution rather than use the replaceable rules. Proprietary companies do not have to lodge their constitution when applying to register the company. However the constitution must be kept with the company's records so it is available if required.

Special rules for sole director/member proprietary companies

A proprietary company with a single member(shareholder) who is also the sole director has no need for a formal set of rules governing its internal relationships.

Such companies do not have to adopt a constitution (although they may do so if they wish).

If an additional director is appointed or an additional person becomes a member, the replaceable rules will automatically apply to the company, unless they are replaced by a constitution adopted by the company.

Share structure

A proprietary company must be:

limited by shares or be an unlimited company that has a share capital, and
have no more than 50 non-employee members (shareholders).

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

existing members of the company, or
employees of the company or a subsidiary of the company.

Step 4: Understand your legal obligations as an officeholder

If you’re a director or secretary of a company, you must follow the requirements set out in the Corporations Act. It is important to make sure that company officeholders know what their legal obligations are, for example:

ensuring company details are kept up to date
maintaining various registers and records
paying the appropriate lodgement and annual review fees to avoid late fees and non-compliance action.

The officeholders remain ultimately responsible for the company’s compliance with the Corporations Act.

Step 5: Get consent from officeholders, members and occupiers

Officeholders and members

Before applying to register a company you must get written consent from people who agree to fill the following roles:

director ( must be a person who is 18 years or older)
secretary ( must be a person who is 18 years or older), and
member (every company must have at least one member).

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

Occupier

If your registered office will not be occupied by the company but by, for example, your solicitor or accountant, then the occupier must give written consent for the company to use that address.

Keeping a record of consents and agreements

You must have the relevant consents and agreements when you lodge the application. You do not have to send them to us, but you must keep them as part of the company's records after it is registered. You must also set up a register of members to record details about the members of your company.

Step 6: Register your company

You can register an Australian company through a number of business service providers who use software that deals directly with ASIC. You can find providers by searching business directories or the internet for ‘shelf company services’ or ‘Australian company registration’. These providers can also offer full company secretarial services covering registers, consents and share certificates.

Alternatively, you can complete the Application for registration as an Australian company (Form 201). The guide at the back of the application is there to help you if you need more information about what you may need to provide and how much it will cost. You must include the fee with the application.

When you complete the application, sign it.

Mail the form with the application fee to:

Australian Securities and Investments Commission

PO Box 4000

Gippsland Mail Centre VIC 3841

Certificate of Registration

When we receive the completed application with the correct fee we will:

give the company an ACN
register 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
issue a Certificate of Registration. The company's name is the name specified on this certificate.

Within two days of registration, we will issue a unique eight-digit number associated with your company's ACN (known as the 'corporate key') to the company's registered office address. You can use your corporate key to register to view your company records, lodge forms for your company and receive annual statements online. It must be included on some paper forms you may lodge to change your company details.

Step 7: Understand your legal obligations regarding your company name, ACN and ABN

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.

Use your ACN (or ABN) correctly

When we register a company we give it an ACN. If you then apply for an Australian Business Number (ABN), the number you get should finish with your nine-digit ACN. If this is so, you can then use your ABN instead of your ACN, wherever you have to use your ACN.

The company name, in legible characters, followed by the expression 'Australian Company Number' or ‘Australian Business Number‘ as appropriate (or a permitted abbreviation shown below in Table 1) and the number itself must appear on:

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 Corporations Act.

Table 1 sets out the abbreviations that may be used

Table 1: Approved abbreviations (with or without full stops)

Full word	Abbreviation	Full word	Abbreviation
and	&	Australian	Aust
Australian Business Number	ABN	Australian Company Number	ACN
Company	Co Coy	Limited	Ltd
No Liability	NL	Number	No
Proprietary	Pty

Step 8: Order a commemorative record of registration (optional)

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

Our commemorative records of registration come in a number of designs to suit your business. These large 28cm x 36cm documents, printed on quality card, are designed to be framed and displayed.

Order your commemorative record now.

Where can I get more information

Registering a company

Registering a company—proof of identity for personal cheques (INFO 58)
Similar company names (INFO 71)
Company searching and registration in New Zealand
Monthly statistics of new company registrations

Legal obligations

Your company and the law (INFO 79)
Checklist for registered companies and their officers (INFO 20)
Running your company
The importance of sole company directors/shareholders having a will (INFO 73)

Other websites

Other useful websites are:

Important notice

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.

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 02/04/2012

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