Can I have an overseas secretary?
A public company can have an overseas Secretary provided that there is also an Australian Secretary.
For a proprietary company, regardless of how many Secretaries are appointed, they ALL must reside in Australia.
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.
An example of an ultimate holding company is seen in the instance of Wesfarmers - both Kmart and Coles are separate subsidiary companies, however they are both owned by Wesfarmers, a global conglomerate that has overall control of several smaller companies.
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.
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.
Do my shares have to have a value?
Yes but they can be valued in cents if you wish.
What is the value of a share?
Our website defaults shares at $1.00 however you can specify a value of your choosing. If you are registering the company with shares at less than $0.01 each, you will need to contact our office before placing the order.
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 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.
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 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.
What is the difference between a Director, Secretary and Shareholder?
The Directors are responsible for the safe and legal running of the company. They must ensure the company complies with any laws applicable to the company’s operations, and also comply with the general duties that the law imposes on individuals that take on the role of director. Some of the key responsibilities that a director takes on include:
the duty to exercise your powers and duties with the care and diligence;
the duty to exercise your powers and duties in good faith in the best interests of the company and for a proper purpose;
the duties not to improperly use your position, or information obtained through your position, to gain an advantage for yourself or someone else, or to cause detriment to the company, and
the duty to prevent the company from trading while insolvent.
In general, the Secretary is responsible for many of the compliance and governance-related administrative tasks of the board and organisation. As company secretaries are an ‘officer’ under the Corporations Act, many of the duties that apply to directors apply to secretaries also, as well as a number of other reporting obligations related to keeping up to date ASIC records. A proprietary company is not required to have a Secretary but are permitted to voluntarily.
Broadly speaking, the shareholders are the owners of a company. A shareholder invests and is liable to the company for the amount agreed to be paid in return for a number of shares. Typically the investment affords the shareholder the right to have a say in relation to key aspects of how the company is run, such as the right to appoint or dismiss the directors of the company. A Shareholder typically also receives the financial benefits from the company.
