The members of a “Limited by Guarantee” Company (LBG) have limited liability. Each member’s liability is limited to the “guarantee” amount nominated at incorporation which is nominated by you and is specified in the company’s constitution.
An “LGB” is an unlisted public company and prevents the distribution of company profits to its members and is appropriate for not-for-profit or charitable organisations.
Patricia offers two types of Limited by Guarantee constitutions – both satisfy the requirements to register with the Australian Charities and Not-for-profits Commission (ACNC) and also meet the general requirements for gaining DGR endorsement with the ATO.
Our standard Limited by Guarantee constitution allows payments to be made to directors (in their capacity as directors).
Our second Limited by Guarantee constitution prevents payments to be made to directors and therefore satisfies the ASIC requirements to become a special purpose not-for-profit company.
Please refer to the Company FAQs to read more about Limited by Guarantee companies and information to help you decide which constitution is right for you.
- ASIC Certificate of Registration
- Company Constitution
- A complete and tailored suite of documents completing your company register, including:
- Completed Secretarial Register Pages
- Resolution of Members
- Resolutions of Directors
- Consents to Act as Director/Secretary/Public Officer
- Register of Directors
- Register of Secretaries
- Register of Members
- Register of Mortgages & Charges
- Common Seal Register
- A helpful instruction letter
If you order our full service courier delivered product you will receive your documents bound in a Deluxe 55mm Black Binder which includes indexed tabs separating the documents and 2 copies of your constitution (1 bound and 1 hole punched)
(Incl ASIC fee
$403 & GST)
(Incl ASIC fee
$403 & GST)
PDF email delivery
Full Service Courier delivery
How long does it take to register a Limited by Guarantee Company?
ASIC review the proposed company’s constitution before incorporation, so it can take slightly longer than setting up the more common standard proprietary company.
Normally, ASIC will issue the ACN and Certificate of Registration within an hour. This Certificate of Registration will be emailed to you immediately upon receipt by Patricia Holdings.
For email delivery companies, the entire company register documentation will be emailed to you within 2 hours.
If you have selected to have your documentation printed, bound and couriered, documents will be delivered within 4 working hours for the Sydney metropolitan area (order must be received by 12pm for same day delivery), and will be sent by overnight courier for next day delivery to Brisbane and Melbourne (order must be received by 4pm for delivery the next day) and within a couple of days to Perth and regional areas.
Please note that the Corporations Legislation requires companies to maintain written consents and agreements of its officeholders and members as part of its record keeping responsibilities.
You can print off Consent templates here. Please ensure these are completed prior to incorporating your company and keep them for filing in your company register. You do not need to provide these to us.
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.
How do I order a company and what is the process?
Through Patricia, you can order your company online, or you can download an order form and email or fax it to us. Online ordering is marginally cheaper than completing a “manual” order form.
Click “here” to download a PDF order form for a Standard Pty Ltd Company.
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 and/or courier depending on your selection.
How much does it cost to register a company?
The cost varies between company types. Prices can be found here.
Patricia Holdings can incorporate your company, and deliver it to you by courier, printed and bound in a special purpose professional folder from $260 (ex gst) + ASIC fee if you order your company online. When you order our bound hard copy product, for just an additional $15 (ex gst), we will email you a PDF version of your register.
If you prefer to only receive a PDF of your company register, Patricia Holdings charges $150 (ex gst) + ASIC fee if ordered online.
We offer clients the ability to order via fax or email on a "manual" order form which costs an additional $40 (ex gst) service fee.
How long until I receive my company register?
We offer clients the ability to order companies 24 hours a day, 7 days a week via our online “Instant” system. In circumstances where the order is error free, does not get flagged for manual review at ASIC and the ASIC system is not down for maintenance, companies are often incorporated and company documents delivered to your email within 10 minutes of the order being received by us.
Where you would like us to review your company data before incorporation, companies are normally delivered as PDFs within an hour of the order being received.
If you are in the Sydney metropolitan area, and order before midday, we are normally able to deliver your couriered company register on the same day. For other areas, or orders received later in the day, in most cases company folders are delivered the next day. For more remote and rural areas delivery can take up to 3 days.
How do I fix a mistake in my company documents?
If you have made a mistake in your application and your company has been incorporated with incorrect information you will need to contact ASIC directly. If your mistake is immaterial then ASIC may well be willing to correct the error over the phone. More serious mistakes made by you can be fixed by lodging a Form 492 with ASIC. We are unable to lodge this on your behalf but are more than happy to assist you with the process. ASIC require evidence that we made the mistake if they are to accept the Form 492 from us.
And of course, if we make a mistake we will promptly lodge the Form 492 to rectify the error.
How do I make changes to my company after incorporation?
Patricia Holdings is also able to assist with all of your company changes including lodging forms with ASIC and providing minutes for the company register. In most cases, we charge from $100 (ex gst) to lodge your forms with ASIC and provide you with the necessary documents and minutes for your register.
What type of companies can Patricia Holdings register?
Patricia Holdings is able to register most company types. We can incorporate and provide compliant documents for the following types of companies:
- Proprietary Limited (Pty Ltd)
- Superannuation Trustee
- Limited By Guarantee
- Home Unit
How can I deregister a company?
If you no longer need your company, you can voluntarily deregister your company through ASIC. This is subject to the following prerequisites:
- All members of the company agree to the deregistration
- The company is not carrying on business
- The company's assets are worth less than $1,000
- The company has paid all fees and penalties payable under the act
- The company has no outstanding liabilities
- The company is not a party to any legal proceedings
Patricia Holdings can complete the required forms, lodge them with ASIC and provide you with the necessary minutes. For more information, click here.
ASIC will then notify Patricia Holdings when they have approved the application (usually about 2 weeks). The application to deregister the company will then be published in the ASIC Gazette which can take around 2 months. Following this, ASIC will deregister the Company and send a notification to Patricia Holdings, which we will forward to you immediately via email.
How can I find out if the company name I want is available?
You can check the availability of your chosen name by searching the ASIC register “here”
Alternatively you are more than welcome to call or email us and we can search the name for you.
What information do I need to register a company?
Different company types have different requirements.
At a minimum you’ll need:
- 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)
- Members names and addresses (shareholders)
- Number, class and value of shares
How many Directors do I need in a company?
For a Proprietary Company - one (1).
If an overseas Director is appointed to a Proprietary 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.
Directors must be least 18 years old and must not be a disqualified person per the Corporations Act 2001.
How many Secretaries do I need in a company?
For a standard Proprietary Company – none (0)
Appointing a Secretary is not required for a Proprietary Limited Company. If 1 or more secretaries are appointed, at least 1 of them must reside in Australia.
For Unlisted Public Companies and Limited by Guarantee (LBG) companies there is a minimum of 1 secretary and at least 1 must be an Australian resident.
A company secretary must be at least 18 years old and must not be a disqualified person per the Corporations Act 2001.
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 receives 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 of the company commencing to carry on a 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. Please note that we are unable to appoint the Public Officer on your behalf at the time of incorporation.
We do however provide both a Consent to Act as Public Officer template and a notification letter that you can send to the ATO after incorporation to ensure compliance. Please note however that the Public Officer can only be appointed to a company that has a TFN and/or ABN.
If Patricia Holidings completes the ABN application for your company you will be asked to nominate a Public Officer and and we are able to appoint this person at the time of lodging the ABN/TFN application.
The appointed Public Officer a must be at least 18 years of age, an Australian resident and must understand the nature of their appointment.
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 do you mean by beneficially or non-beneficially held?
“Beneficially held” means the shareholder gets the direct benefit of owning the shares.
“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, a company or another individual.
Can a Trust be a shareholder?
A Trust can be the beneficial owner but the Trustee of the Trust is the legal owner of the shares and holds the shares on behalf of and for the benefit of the Trust. It is the Trustee who is the shareholder of the company.
What is the value of a share?
Our website defaults shares at $1.00 however you can specify a value of your choosing.
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.
Can I have different classes of shares?
Yes. We offer a multi-class constitution that allows for shareholders to hold different classes of shares. To see the available classes and attached rights, click here.
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?
An ultimate holding company has overall control of another company. It can have any number of subsidiaries but cannot be a subsidiary itself. It is sometimes referred to as a controlling entity.
Can I have an overseas secretary?
Yes provided that there is also an Australian Secretary.
Do you register foreign companies?
No, we only register Australian Companies in Australia.
What is a Limited by Guarantee Company (LBG)?
A Limited by Guarantee Company is usually a not-for-profit company, or a charity company.
LBGs are formed "on the principle of having the liability of its members limited to the respective amounts that the members undertake to contribute to the property of the company if it is wound up" - Corporations Act 2001 (Cth)
What do I need for a Limited By Guarantee Company?
A Limited by Guarantee Company must have at least three (3) directors (of which the majority reside in Australia), one (1) secretary (of which 1 must reside in Australia) and one (1) member (can reside in Australia or overseas). It must also have a members guarantee amount and should have its objectives listed in its constitution.
Does a Limited by Guarantee Company have Shareholders?
No, LBG Companies have members who agree to an amount to pay to the Company on winding up. This is known as the Members Guarantee. There are no shares alloted thus no share certificates issued.
Will the Patricia Holdings Limited By Guarantee Constitution allow me to register as a charity?
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 information 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?
An LBG company that is registered as a charity with the ACNC does not have to pay any annual renewal fees 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 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 by around $1100.
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 planning 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.
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.
If the Corporate Key has been misplaced, you can order a new one with ASIC online here.
Can I go to ASIC to register my Company?
Yes, but they will only incorporate the company and provide you with a certificate of registration. They will not provide you with a company register or a constitution. It is a requirement of Corporations Law that a company maintains an up to date corporate register.
Patricia Holdings can register the company and provide you with all the compliance documents you need.
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.
Do I need a Constitution?
No. You can adopt the "Replaceable Rules" from the Corporations Law but financial institutions will generally require a Constitution for opening bank accounts and other transactions.
Can the Unlisted Public Companies Patricia Holdings sells be listed on the stock exchange?
No. A listed company needs to meet significant legal and regulatory requirements to satisfy the "Listing Rules”. Preparing a company for listing is handled by solicitors or other professionals.
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 after receiving your ACN. It is a separate process.
Changes to your company?
In the future you may need to change some of the particulars of your company. You may need to, for example, add or remove directors, change the companies share structure, transfer shares or change the companies address details. Patricia Holdings can help with all of your requirements including lodging the relevant documents with ASIC and providing you with the documents you need to minute the changes and keep your company register up to date. In most cases, we are able to deliver a PDF of all the required documents from $100 (ex gst).
How to Order
Order by fax/email
- Download Order Form – Limited by Guarantee Company.pdf