FAQ - Companies

Do you have companies on the shelf?

No, we do not sell shelf companies. All of our companies are new, your company will be incorporated with your choice of name, directors and shareholders.

What is the turn around time for a Company?

To obtain an ACN and a copy of your certificate of incorporation the turn around is about an hour from when we receive your order. Please note that it can take longer for Limited by Guarantee and Unlisted Public companies, or for standard Proprietary companies if you are requesting a name that is not in the Macquarie Dictionary.

If you order the company before 11.30am it will be delivered the same day to the Sydney CBD area, or for areas outside Sydney CBD delivery will be the following day.

For delivery to rural NSW and other states delivery can take up to 3 days.

How do I order a company and what is the process?

To order a company you can follow the links to online ordering.

Alternatively you can download an order form, fill it in and fax or email it to us (however, this does incur a slightly higher fee than online ordering).

If we have any queries about your order or require any further information we will contact you as soon as possible.

After the company is incorporated the documents are sent out to you by email or courier depending on your selection.

How can I find out if the company name I want is available?

Call or email us and we can search the name for you.

What information do I need for a company?

  • A company name
  • A registered office address- a PO Box address is not acceptable
  • Principal place of business address- a PO Box address is not acceptable
  • Officeholder details (full name, residential address, date & place of birth)
  • Same for Secretary (not compulsory)
  • Same for Public Officer (not compulsory)
  • Members names and addresses (shareholders)
  • Number, class and value of shares

Do you register companies overseas ?

No, we only register Australian Companies in Australia.

What is the value of a share?

We issue all shares at $ 1.00 unless otherwise specified.

What is the capital of the company?

There is no authorised capital, that issued share value is the capital of the company at any specific time.

Can I issue shares for other than cash?

Not on incorporation.

Do my shares have to have a value?

Yes but they can be valued in cents if you wish.

How many Directors do I need in a company?

For a Proprietary Company - one (1).

If an overseas Director is appointed to the Company it must also have an Australian Resident as a Director.

For Unlisted Public Companies and Limited by Guarantee (LBG) there is a minimum of 3 directors and the majority must be Australian residents

How many shareholders do I need for a Company?

One (1) and that shareholder can be a person or Company. The shareholder(s) can also be an overseas person or Company.

What is a Limited by Guarantee Company?

A Limited by Guarantee Company is a not-for-profit company, or a charity company.

What do I need for a LBG Company?

A Limited by Guarantee Company must have at least three (3) directors, one (1) secretary and one (1) member. It must also have a Guarantee amount and can have Objects in its constitution.

Does a Limited by Guarantee Company have Shareholders?

No, LBG Companies have members who give a Guarantee amount to the Company and there are no share certificates issued

Will the Patricia Holdings LBG Constitutions allow me to register as a charity?

Both of the constitutions that we provide when incorporating a public company limited by guarantee (LBG) are suitable if you wish to establish a not-for-profit organisation (NFP), including if you are thinking of registering your NFP as a charity with the Australian Charities and Not-for-profits Commission (ACNC).

Please note however that using any of our constitutions does not guarantee that your application for registration as a charity will be successful because there are a number of factors that the ACNC must consider beyond just your constitution. For more on the requirements for registration as a charity you can visit the ACNC website at www.acnc.gov.au.

Are there Annual renewal fees for LBGs?

A LBG company that is registered as a charity with the ACNC does not have to pay any annual renewal fee to the Australian Securities and Investments Commission (ASIC).

If your LBG is not registered as a charity then it will need to pay an annual renewal fee. The amount of this fee will depend on whether or not it is a ‘special purpose’ company (see below for more detail)

Should my LBG be a special purpose not-for-profit?

If you will not be registering your company with the ACNC (and wish to be eligible for reduced annual ASIC fees) or if you would like to operate your LBG without the word ‘Limited’ or ‘Ltd’ in its name, you will have to meet the requirements set down for what is called a ‘special purpose company’. In the context of a charity, this basically means that your LBG will need to be established for charitable purposes and must contain wording in its constitution that prevents directors from being paid in their capacity as directors.

If you choose not to register as a charity, but still meet the ‘special purpose’ company requirements, then your annual renewal fee with ASIC will be reduced from $1161.00 to $46.00.

So, if you do want to operate without the word ‘Limited’ or ‘Ltd’, or if you want to prevent payments to directors for whatever reason, then our constitution entitled Limited by Guarantee – special purpose not-for-profit is the one for you.

If you do want to pay directors then the constitution entitled Limited by Guarantee- standard constitution is for you.

Please note - if you want to operate without the word ‘Limited’ or ‘Ltd’ you must first incorporate your company, then register as a charity with the ACNC and then later apply to ASIC for removal.

Can directors of a registered charity be paid (in their capacity as directors)?

Warning: While paying directors in their capacity as directors does not in and of itself prevent you from being registered as a charity, or even from receiving deductible gift recipient endorsement, it can result in other consequences. For example, requiring ministerial approval to obtain a charitable fundraising authority in NSW, loss of protection under the Civil Liability Act (or equivalent) and being treated differently for the purposes of work health and safety and superannuation laws. We recommend you seek professional advice if you are wanting to pay directors in their capacity as directors.

What is Deductible gift recipient (DGR) endorsement?

To be eligible to apply for DGR endorsement you must, except in some very limited circumstances, first be registered as a charity with the ACNC.

Please note: Not all charities are eligible for DGR endorsement – i.e. you are not automatically granted DGR endorsement if you are registered as a charity.

To become endorsed as a DGR you must also meet the specific requirements set out for the particular category of DGR that you are seeking. Note there are approximately 50 different categories of DGR.

While each of our LBG constitutions have been prepared with the fundamental and common requirements for DGR endorsement, we strongly recommend that you seek professional advice about the exact requirements for the DGR category that best suits your purposes and activities before lodging a DGR application.

Where can my Registered Office be?

The registered office must be an Australian physical address, not a Post Office Box. You cannot use an overseas address.

What is an Ultimate Holding Company?

It is the Company that is at the top of the chain when Companies are linked together with their shareholdings.

Can I have an overseas secretary?

Yes provided that there is also an Australian Secretary

What is a Corporate Key?

This is a number that ASIC will give to you, it is sent directly to the Registered Office within about 10 days of Incorporation. It is like a pin number for your company and must be noted when you lodge some paper documents with ASIC

What do you mean by beneficially or non beneficially held?

Beneficially held means that you get the benefit of the income of your share.

Non beneficially held means that the shareholder is holding the share "as trustee for" or "in trust for" a second entity such as a Trust.

Can a Trust be a shareholder?

No, the Trustee must hold the share non-beneficially as Trustee for the Trust.

Can I go to ASIC to register my Company?

Yes but they will only give you a certificate, you will then need to go and get the Company register and constitution.

Do I need a Constitution?

No you can adopt "Replaceable Rules" but financial institutions will generally require a Constitution.

What is a Constitution?

It is the governing rules of the company setting out all the requirements of shareholders and officeholders of the company in plain English.

Who signs the Constitution?

The Constitution does not need to be signed.  

What is the difference between a Director, Secretary and Shareholder?

The directors are responsible for the safe and legal running of the company, the secretary is also liable for the company decisions and generally is appointed by larger firms to look after the paper work of the company. A shareholder get the financial benefits from the company.

What is a Public Officer? Is my Company required to have one?

The Public Officer of a company is the person who deals with the Tax Office in relation to the company's taxation affairs such as record keeping and submitting company returns.

Under the Income Tax Assessment Act 1936 (Cth), Companies are required to appoint a Public Officer within 3 months after the company commences to carry on business or derive an income in Australia. If a Company doesn't appoint a Public Officer within that 3 month period, it is guilty of an offence for each day it doesn’t have a Public Officer. We recommend appointing a Public Officer at incorporation to ensure your Company is compliant.

The criteria to be a Public Officer are that the person must be at least 18 years of age, an Australian resident and understands the nature of their appointment.

We provide both a Consent to be a Public Officer template and a notification letter that you can send to the Tax Office after incorporation to ensure compliance.

Can the Unlisted Public Companies you sell be listed on the stock exchange?

No you need to have a lot of legal requirements to satisfy the "listing rules', this is handled by a solicitor and we do not perform this task

When a company is incorporated does that give me an ABN (Australian Business Number)?

No, ASIC supplies the ACN (Australian Company Number) and then you apply to the ATO (Australian Taxation Office) for the ABN.

Since 1968, we have incorporated close to 200,000 companies.

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