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Our Lawyers have the Expertise and Knowledge Around the Incorporation of Companies and the Process

From registering a company and the process, to understanding the importance of why you need to register, our company registration lawyer is here to assist.  

Incorporation of Companies 

Unlike other business structures, a company is its own legal entity, separate from the individuals who act as directors or shareholders. Upon registration with the Australian Securities and Investment Commission, a company is incorporated, and a new legal entity is created.   

In Australia, all aspects of companies (including registration) are regulated by the Corporations Act 2001 and its subsidiary legislation. There are a number of different types of companies, but the vast majority are private companies, known as proprietary limited companies. This is different to public companies you can buy on the ASX which are just limited companies or companies limited by guarantee (for charitable purpose) and unlimited companies.  

If you require a company registration lawyer, Laird Lawyers have the knowledge and experience to help you with the incorporation of companies process and relevant incorporation law needs including: 

  • Basic company registration requirements for all companies; 
  • Reasons why you would register a company; and 
  • Registration process.  

Get in Touch with A Company Registration Lawyer Today!

Looking for a company registration lawyer? When it comes to incorporation of companies, Laird Lawyers are well versed and here to provide you with sound legal advice and representation should you require it. Located in Perth’s CBD, book a consultation with one of our company registration lawyers today by calling 08 6156 2700. 

 

Understanding the Basics of a Company

Shareholders

A shareholder is the person who owns a part of the company. Each shareholder must consent to become a member of the company with their details to be entered onto the public register. Owning shares gives the shareholder rights to vote at meetings, receive dividends and, on winding up to the Company, their proportion of the company capital, after payment of all debts. Most companies only have ordinary shares, but it is possible that shareholders have different class shares which may alter their various rights.  

Company Director

A director is a person appointed to manage the company. The directors must act collectively as a board when exercising powers or functions, with decisions usually made collectively and exercised at a duly convened and constituted board meeting. Alternatively, decisions can be made without a meeting provided a resolution is signed by all directors entitled to vote. The board may appoint a managing director to assume responsibility for the day-to-day management of the company.

Secretary

A company secretary is the chief administrative officer of the company. The secretary does not have responsibility for the management of the company (unlike a director) but does have authority to make representations and enter into contracts on behalf of the company which come within the day-to-day running of the company’s business. The secretary is entitled to sign contracts connected with the administrative side of the company’s affairs, such as employing staff or obtaining cars for use by the company.  

Company Constitution

A company may have a constitution which governs the management of the company. If a company does not have a constitution, the Corporations Act sets out the replaceable rules which governs the control and management of the Company. The Constitution must be accepted by all members at the time of company registration, or, after incorporation, the company passes a special resolution (75% majority of members). The Constitution may contain any lawful provision provided it is not contrary to public policy nor limits statutory rights or liabilities of its members.  

Why Register a Company in Australia

The main benefit of operating through a company in Australia is the corporate veil, meaning the liability of shareholders is limited to the amount they have invested into the company, and they cannot pierce the veil to attack the shareholders. There are circumstances where the directors may be liable for their actions, such as where they have been negligent in carrying out their duties. This allows people to invest in a business and not put their personal belongings on the line.  

It is also relatively simple to transfer ownership of a business or assets if owned by a company, as it is merely a transfer of shares rather than the transfer of each particular asset, which may have different tax consequences or legislative requirements.  

Finally, the tax rate is simpler to work out and is commonly more favourably. The general company tax rate is a flat 30% on profits, or 25% if the turnover is under $50 million.  

Registration Process

The registration process of registering a company in Australia is relatively straightforward, and ASIC charge a $512 registration fee. To register a company, you will need:  

  • A company name, unless you intend to just use the company number:  
  • The name, address, date and place of birth and consent of each person becoming director or secretary (including director ID):  
  • The company’s registered office and principal place of business, including consent of the occupier if not the company;  
  • Name, address, and consent of each person who intends to become a shareholder; and  
  • The number and type of shares for each shareholder.  

You should also consider setting up a company bank account as it will make bookkeeping much easier.