Your website application for a company has the role of Public Officer listed, what do they do?
The Public Officer’s role is to be the company’s representative and correspond directly with the ATO and the ABR, if necessary. ASIC does not keep a record of who the Public Officer is, so it will not show up on their register, however in our suite of register documents, there is a prefilled consent to act as Public Officer and a letter to the ATO regarding the appointment of the Public Officer.
Public Officer's are not automatically appointed to the company once registered because they have been identified in the company registration process. Instead, the Public Officer is appointed electronically at the time of applying for an ABN, or, by posting the provided letter to the ATO once signed.
What would be the upside to having multiple classes of shares in my company constitution?
In our multi-class constitutions, each different class of share is assigned a different set of rights and restrictions. This would be useful in a company where there are different tiers within the shareholders, as it allows certain shareholders to hold voting rights, whereas others only hold rights to dividends and so on.
How much does it cost to set up a company in Australia?
As at the 1st of July 2021, the ASIC fees for company registration changed, and are currently as follows:
- $512 for a Standard Pty Ltd companies, Superannuation Trustee Companies, Home Unit Companies, Not-for-profit Pty Ltd Companies and Public Companies
- $422 for companies Limited by Guarantee
These fees described above are ASIC fees only, and do not include our service fees – if you would like to see full pricing information please visit this link.
Can a foreign citizen start a business in Australia?
Yes, a foreign citizen can start a business in Australia. If the business is run as a company structure, due to the minimum requirements for directors, there will need to be at least one Australian resident involved as a director of the company.
If you are a foreign citizen wanting to register a company and do not meet the minimum director requirements, get in contact with us and see how we may be able to help. See: https://www.patricia.com.au/other-services/australian-resident-director.
Can a temporary resident be a director of an Australian company?
Yes an individual of any nationality or residency can be a director of an Australian company however you should be aware of Section 201A of the Corporations Act 2001 which states that a proprietary company must have at least one director that ordinarily resides in Australia, and in a public company, at least two of the minimum three Directors must reside in Australia.
Can I be a company director if I’m not an Australian Citizen?
Yes you can be, however you cannot be a sole director of a company – you must have at least one resident director for Australian companies (or two if the company is a Public company; minimum three directors in total)
Can a non-resident open a company in Australia?
A non-resident can start a company in Australia, however they cannot do it on their own. In Australia, at least one director of any company must be an Australian resident, two of the minimum three directors of a Public company must be Australian residents. This means that a non-resident cannot open a company on their own; however they can do so in partnership with an Australian resident.
Can a foreigner be a director of a company in Australia?
Yes, a foreign person can be a director of a company in Australia, however they cannot be a sole director of an Australian company. Section 201A of the Corporations Act 2001 sets out the minimum number of directors, including the minimum number of Australian directors that a company must have. It states that a private pty ltd company must have at least one director, who must ordinarily reside in Australia. A public company must have at least three directors and at least two directors who ordinarily reside in Australia.
Who cannot be a director of an Australian company?
An individual will be disqualified from being a director if they:
- are an undischarged bankrupt;
- have entered into a personal insolvency agreement under the Bankruptcy Act 1966 and have failed to fulfil the terms;
- have been banned by ASIC or a court from managing corporations; or
- have been convicted of dishonesty-related offences.
If an individual is already a director in a corporation and then becomes subject to one of the above four categories, they will be automatically disqualified and removed from any directorship they currently occupy by ASIC.
Who can be a director of an Australian company?
In order to be a director of an Australian company, there are a few minimum requirements that must be met. The person applying to be a director must:
- be 18 years of age;
- have provided written consent to taking on the role and the responsibilities of being a director prior to being appointed; and
- not have otherwise been disqualified from being a director.
An individual will be disqualified from being a director if they:
- are an undischarged bankrupt;
- have entered into a personal insolvency agreement under the Bankruptcy Act 1966 and have failed to fulfil the terms;
- have been banned by ASIC or a court from managing corporations; or
- have been convicted of dishonesty-related offences.
How do I register a foreign company in Australia?
An entity must be registered with ASIC to carry on business in Australia if it meets the definition of a “foreign company” in Section 9 of the Corporations Act 2001. A foreign company is defined as a body corporate which has been incorporated in an external territory or outside Australia, or an unincorporated body that is formed in an external territory or outside Australia and may sue and be sued or may hold property in the name of its secretary or other officer.
In order to register your foreign company in Australia, there are a few steps which must be followed. Firstly you must ensure that the name you wish to use is available. Next, you must complete and submit a Form 402 – Application for Registration as a Foreign Company, along with the required supporting documents and the applicable fees.
Documents that must be lodged with the Form 402 are:
- a Certified copy of the Certificate of Incorporation or similar document and a Certified copy of the body's Constitution, including any amendments (which are not more than 3 months old);
- a memorandum of appointment of the local agent or power of attorney in favour of the local agent which can be done using an ASIC Form 418. The form must state the name, address and appointment date of the local agent who must be an Australian individual or company, authorised to accept, on behalf of the foreign company, service of process and notices.
Note: if the Form 418 is being lodged by a third party on behalf of the company, a copy of the document which authorises them to lodge the document must be provided as well as a Form 403 to verify the authorising document; and - a memorandum stating the powers of certain directors where the directors of the foreign company include directors who are resident in Australia and are members of a local board of directors.
