What is a shelf company?
A shelf company is one that has been incorporated, and has been sitting on the “shelf” for a certain amount of time without trading or holding any assets or liabilities. This was common practice prior to the inception of online registration, as registering a company then was time consuming and difficult – it was simply much easier to “purchase off the shelf”. Nowadays, with such a streamlined process and the ability to register a company instantly online, there is generally no need to acquire a shelf company.
Fun fact: the original owner of Patricia Holdings pioneered the shelf company concept back in 1968. We are now one of the leading companies to forge this online registration platform and continue to be a leader 50 years on.
Should I register a business name before or after registering a company?
Business names are registered to an ABN however an ABN for a company can only be applied for once an ACN has been issued by ASIC, so this really depends on if you’re already trading or not. If you’re not already trading then we suggest waiting until you have registered your company. Outside of needing an ACN to have an ABN, there are three main reasons for this:
- It can be difficult to register a company (depending on who the business name holder is) with the same name as your business name.
- Transferring a business name from one entity to another comes with the same fees as registering a business name – this means you may end up paying double the registration fees.
- If you are registering a business name that is exactly the same as an existing company’s name, then only that company can register the business name (as it is already considered “taken” to ASIC) – this can save on registration fees as you may not need to register the business name.
If you are already trading, chances are you already have a business name registered. You can either use this name to register your new company (see article Can I set up a company with the same name as a registered business name?) or you can transfer the business name to the company’s ABN once obtained
What is the difference between a trust and a company?
These are two totally different things – a trust is an arrangement between 2 or more parties. It is a set of responsibilities that are imposed on a nominated party (the trustee) to hold assets on behalf of another party. A company is a legal entity registered with ASIC, that exists separately from its owners (its shareholders). A company’s status as a separate legal entity gives it the same rights as a natural person, meaning it can be sued, is liable for debts and it can sue another entity.
Can I set up a company with the same name as a registered business name?
Yes, this is possible. The only ASIC regulation is that the holder of the business name be a part of the company at the time of incorporation. If the business name holder is:
- a sole trader, then this individual must be an Officer or Member of the company at the time of incorporation.
- a company, then the company must be a Member of the new registration.
- a trust, then the trustee of the trust must be a member of the company holding the shares non-beneficially for the trust. The trust deed will also need to be sighted by ASIC proving the trustee of the trust is who is listed; this can be emailed to Patricia Holdings who will forward on to ASIC with the 201.
- a partnership, then all members of the partnership must be Officers or Members of the company
- an incorporated association or any other organisation holding an ABN, then the association or organisation will need to be a Member of the company
The entity holding the business name does not need to be involved with the company beyond the point of incorporation and can be ceased as an Officer or Member of the company as early as the next day.
What is a company?
A company is an entity that has a separate legal existence from its owners. The owners of the company are known as members or shareholders. Its legal status gives a company the same rights as a natural person which means that a company can incur debt, sue and be sued. Companies are managed by company officers who are called directors and company secretaries.
The most common type of company structure is a proprietary limited company (which has the words 'Pty Ltd' after the name). This type of company does not sell its shares to the public and has limited liability.
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.
Do I need a Constitution for my Company?
No. You can choose to operate using the “Replaceable Rules” which are a basic set of rules for managing your company found in the Corporation Act 2001, but financial institutions will generally require a Constitution for opening bank accounts and other transactions.
What is a company Constitution?
A company constitution is a document that sets out governing rules of a company. It is essentially a contract between the company and its shareholders and officeholders which outlines the rights and obligations that each party has.
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 Corporate Key?
This is an 8-digit number unique to a particular company that is sent directly to the Registered Office within 28 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 will need to contact ASIC to have it reissued.
Do you register foreign companies?
No, we only register Australian Companies in Australia.
