ASIC Company FAQS

When will I receive the documents for my client's company?

Providing the name you have chosen is available, your company documents will be delivered to you the following day by courier within the Melbourne Metropolitan Area. Australia wide allow an extra day. Shelcom will email the ACN to you as soon as your company is incorporated.

Must I obtain consents to act as director and secretary, (if applicable - the position of secretary is optional) from my client before I send the order to you?

Yes. By law, unless the new office holders have given their written consent to act, any appointment of them is void. In addition there is a breach of the Corporations Act with a 10 point penalty and/or 3 months imprisonment. Inside the company register we include consents which should be completed if applicable. The consents should be filed in the register after signing.

Do I need to lodge any documents with ASIC following the registration of my company?

No. Consents to act as director, secretary and shareholder, the Constitution and all other documents provided should be signed and filed with the company documents.

Do I need to lodge any documents with ASIC following the registration of my shelf company?

Yes. A shelf company is incorporated in the name of Shelcom Corporate Services and details of officers and members are required to be changed to the new company officers and members. Therefore a Form 484 for officers and a Form 484 for members will need to be signed and returned to our office to be lodged electronically on your behalf.

Are there any ASIC fees for lodging a Form 484?

There is no fee if the Form 484 is lodged within the required time which is 28 days after the date of change. If the Form 484 is lodged within 1 month after this time, there is a $69.00 late penalty fee, and if the Form 484 is lodged later than 1 month after this time, there is a $287.00 late penalty fee.

I have reserved a company name and now wish to register that name. What do I need to do?

A letter of withdrawal must be provided by the person or firm whose name appears as applicant on the ASIC's reservation form 410 and forwarded to Shelcom Corporate Services.

If the registered office address is not to be occupied by the company, how should the address details be entered?

If the company does not occupy the premises where its registered office is located, the occupier of the premises must agree, in writing, to having the company's registered office located there. The registered office address format should be "C/-" the occupier's name followed by their street address.

Will I receive a common seal with my company order?

Under the Company Law Review Act 1998 which commenced on 1 July 1998, it is not compulsory for companies to have a common seal. However, if you would like a common seal with your company order you can select either a Hand Stamp or a Fold Seal.

How are documents executed without a common seal?

The Act provides that it can be assumed that a document is correctly executed by the company if it is signed by two directors or a director and secretary or by a single director if they are the sole director and secretary.

What is meant by replaceable rules?

Companies may have a set of rules known as a "Constitution" (previously known as Memorandum & Articles of Association). Alternatively, a company may opt to have no Constitution at all but to rely on basic rules of internal management which are set out in the Corporations Act and are known as "replaceable rules". As their name suggests, these rules are replaceable and a company may adopt a Constitution to replace part or all of them.

What are the rights of ordinary shares and why are they not defined in our Constitution or the Corporations Act?

Historically the rights of ordinary shares have never been defined. What makes them ordinary shares is the fact that they don't have particular rights prescribed to them. Therefore, they are not defined in the Corporations Act or our Constitution.

What types of companies can we provide?

Proprietary Companies limited by shares, Trustee Companies, Public Companies limited by shares, Special Purpose Superannuation Trustee Companies.

Can I register a company for non resident officeholders and members?

For proprietary companies, at least one director must reside in Australia. The office of secretary is optional for proprietary companies, but if appointed one must reside in Australia. A public company must have a minimum of three directors, of which two must be Australian resident directors and one Australian resident secretary.

Can the registered office and Principal Place of Business be located overseas?

No, the registered office and Principal Place of Business must be in Australia. (PO boxes are not acceptable). The registered office is to be an address where notices to the company can be served. The company must have a physical registered office in Australia and must inform ASIC of the location of the office within 14 days of any change by lodging a Form 484.

Who can be a shareholder?

Shareholders can be natural persons and registered companies. Companies registered overseas can be shareholders of proprietary companies registered in Australia. (There may be restrictions regarding companies registered overseas holding shares in companies registered in Australia).

What is the difference between the constitution update service and the conversion to single director/member service?

The constitution update deletes all the provisions of the existing constitution (except for provisions that contain special classes of shares or share rights) and adopts a new constitution (4 copies) which includes sole member/director provisions, abolishes Annual General Meetings and abolishes the requirement that a company must sign under common seal. The conversion to single director/member adds provisions to the existing constitution to permit the company to become a single director/member.

What type of share structure does our proprietary company limited by shares contain and what is the authorised capital?

Companies no longer have an authorised capital. The Company Law Review Act 1998 repealed the provisions in a company's constitution stating the amount of the company's share capital and dividing the share capital into shares of a fixed amount. This means that all companies have ceased to have an authorised capital. Therefore, there is no concept of a maximum number or value of shares the company can issue.

Does a business name need to be ceased prior to registering a Company of the same name?

Providing all the proprietors of the business name are to be members (shareholders) of the new company, it is not necessary for the business name to cease. If you do not wish the business name to cease we will carry out a business name search to confirm that all current proprietors of the business name are also proposed member(s) of the company.

Is it compulsory to have a company secretary?

CLERP 1-4 legislation, which came into effect in March 2000, includes the provision that it is no longer mandatory for proprietary companies to appoint a secretary. Public companies must continue to have at least one Australian resident secretary. A proprietary company may have one or more secretaries, in which case at least one of them must be an Australian resident.

Why doesn't it state that the company is a 'sole' member/director company in the Constitution?

The constitution allows for the company to be both a multiple member/director and sole member/director company. Sections of the constitution refer to guidelines for procedures if the company has "only 1 director" or if the company has "more than 1 director" etc.

What is a Loan Agreement?

A Loan Agreement is an agreement between the borrower (usually a shareholder) and their company. If a Loan Agreement is not in place, any loans which are made to the shareholder are deemed to be dividends and taxed accordingly. Our standard Pty Ltd constitution also includes a Division 7A loan agreement between the company and its members.

What is a conversion to a one member/director company?

The first Corporate Law Simplification Act 1995 made it possible for companies to operate with only one individual. This individual can be the member, director, secretary and public officer. The conversion does not restrict the company from having more than one member/director. The conversion service adds provisions to the company's current constitution to allow the company to have a minimum of one member/director. Our service also includes documentation to resign any outgoing officeholders, appoint a new secretary and transfer shares, if required.

How long does it take to deregister a company?

It takes about three months for a company to be deregistered. If the company complies with all requirements of deregistration, ASIC will give notice of the proposed deregistration:

• On its national database and in the Commonwealth Gazette
  

Two months after the Gazette notice, ASIC will deregister the company and give notice of the deregistration to the applicant, as nominated on the application.

Is the company name available to be used for a new company registration after deregistration?

As soon as the company is deregistered the name of the company becomes free to be used for another company registration. However, ASIC may refuse to register the name if it is identical to another name or an objectionable or restricted word.

Will I receive confirmation of all details of my company before registration?

No. Electronic registration is extremely quick, so there is no time to advise details prior to registration. For this reason it is imperative that all details are entered correctly and checked thoroughly before the order is sent to us.

Can I enter initials instead of a full name for an officeholder or shareholder if I am unsure of the full name?

No, the full given name(s) and surname must be entered as ASIC do not accept initials.

What documents are provided if I place an order for a change of company name?

After the new name has been reserved, documents will be posted to you to complete the change of name. The documents include: resolution of directors, notice of meeting, consent to notice shorter than is required, minutes of meeting of members, notification of resolution (Form 205). Form 205 is to be dated and signed and posted to our office. All other documents are to be signed and filed in the company register.

What is an ACN

Under the Corporations Act 2001, every company in Australia is issued with a unique, nine-digit number called the Australian Company Number (ACN).

If you any other questions about ASIC please contact our office on 1300 722 796 or by email.