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.
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. All secretaries appointed 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.
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 at least 2 must be Australian residents.
Directors must be at least 18 years old and must not be a disqualified person per the Corporations Act 2001.
What information do I need to register a company?
Different company types have different requirements.
At a minimum you’ll need:
- A company name
- State of registration
- 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 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.
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.
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
- Public
- Limited By Guarantee
- Home Unit
How do I make changes to my company after incorporation?
ASIC needs to be notified of all changes to the company after its incorporation. ASIC provides information about ongoing compliance here and has a range of forms that need to be completed and lodged.
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.
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 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 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 $280 (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 from $150 (ex gst) + ASIC fee if ordered online.
We offer clients the ability to order via email on a "manual" order form which costs an additional $60 (ex gst) service fee.
