• Company

    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.

    To order a company you can follow the links to online ordering.

    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?

    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.

    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 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:

    1. All members of the company agree to the deregistration
    2. The company is not carrying on business
    3. The company's assets are worth less than $1,000
    4. The company has paid all fees and penalties payable under the act
    5. The company has no outstanding liabilities
    6. 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).

  • Family Trusts

    What is a Family Trust?

    Also commonly referred to as a “Discretionary Trust” a Family Trust formalises an arrangement where a Trustee is permitted to hold assets for a Beneficiary (or Beneficiaries) and to distribute income and capital between the Beneficiaries as and when the Trustee exercising discretion decides.

    The person who sets up the Trust is called the Settlor. He or she is the person who contributes the original property or amount of money (called the settled sum) to enable the Trust to commence (see question “What is the amount of a settled sum?”).

    Who should be the Trustee?

    The Trustee can be an individual or a company and is appointed by the Appointor when the Trust is first established. If the Trustee is an individual the Trustee should be a person in whom the Appointor and the Beneficiaries have total confidence. Commonly (and this is the Patricia Holdings recommendation) the Trustee is a company. If the Trustee is a company then the directors of the company should be individuals in whom the Beneficiaries have total confidence. There is a legal separation between individuals in their capacity as Directors of the company and their capacity as Beneficiaries of a Trust. It is very common for the Directors of the Trustee Company to be the same individuals as the Nominated Beneficiaries so in effect the Nominated Beneficiaries have effective control and management of the Trust.

    Who are to be the Beneficiaries?

    The Beneficiaries or Beneficiary are the persons or person for whom the Trust is established. There are commonly two levels/types of Beneficiaries.

    Nominated Beneficiaries are named and are intended to be the primary Beneficiaries of the trust. A Patricia Holdings deed allows for a broad pool of General Beneficiaries associated with the Nominated Beneficiaries to give the Trustee maximum flexibility. Our Trust deed allows for the following to be deemed General Beneficiaries:

    Relations of the Nominated Beneficiaries which includes the parents, brothers, sisters, spouses, widows, widowers, children, children’s children, adopted children, and any lineal or lateral relation of the “Nominated Beneficiaries”, the spouses, widows, widowers, children and grandchildren of such brothers, sisters, spouses, children and descendants and next of kin. These include any person filling any of the above categories by reason of lineage, adoption or bona fide domestic relationship, including a bona fide relationship between persons of the same gender.” “Related Corporations and Trusts”, “Directors of Related Corporations”, “Shareholders of Related  Corporations”, “Legal Personal Representative” of a General Beneficiary, and “Charities and Institutions”

    The Trust deed also provides for Additional General Beneficiaries. These are Beneficiaries (persons or companies) who are not related to the Nominated Beneficiaries, so are not included in the pool of General Beneficiaries (as defined above). Persons or companies related to Additional General Beneficiaries are not included in the pool of General Beneficiaries.

    Should you wish to order a “Bloodline Trust”, please contact our team on 02 9953 2399 or via This email address is being protected from spambots. You need JavaScript enabled to view it..

    How is a Trustee Changed?

    The existing Trustee may resign or be removed. If by resignation it can be verbal or in writing (in writing is preferable).

    If there is more than one Trustee, the notice, whether verbal or in writing, is given to the other Trustee or Trustees if there is more than one Trustee. If there is only one Trustee then the notice is given to the Nominated Beneficiaries.

    A Trustee can be removed by the Appointor. Depending upon the wording of the Deed, either the retiring Trustee appoints a new Trustee or the Appointor appoints a new Trustee. The appointment should be in writing, preferably by Deed and should be signed by the new Trustee and incorporate an undertaking by the new Trustee to act as Trustee and discharge the duties of a Trustee set out in the Deed and at law.

    Most Family Trust deeds provide that it is the Appointor that has the power to remove an existing Trustee and appoint a new Trustee.

    The Patricia Holdings Family Trust deeds provide that the Appointor is the person who may remove a Trustee and appoint a new Trustee except in the following cases:

    • if there is no Appointor then a Trustee (either the retiring Trustee or a continuing Trustee) has the power to appoint a new Trustee 
    • if the Trustee has died then the deceased Trustee's Executor (Legal Personal Representative) has the power to appoint
    • if the Trustee or Legal Personal Representative fail or refuse to appoint then the Nominated Beneficiaries can appoint.

    How is a new Trustee added?

    In the current Patricia Holdings Family Trust deed, it is either the Trustee or the Appointor who has the authority to add a new Trustee. The appointment can be verbal or in writing (in writing is preferable). Generally the appointment is in the form of a Deed. The new Trustee must, when accepting the appointment, undertake to carry out the duties of Trustee and discharge the obligations contained in the Trust deed and at law.

    How do you remove a Beneficiary?

    This depends entirely upon the wording of the Trust deed. Most Trust deeds provide that there are two ways of removing a Beneficiary:

    1. the Beneficiary by document in writing renounces his or her interest as a Beneficiary (a Renunciation may be mandatory if the change is made in conjunction with a Centrelink Declaration); or
    2. the Trustee makes a declaration that henceforth a particular Beneficiary will no longer be a Beneficiary. The Trustee should carefully study the Deed to make sure that the Trustee has that power. The Patricia Holdings Deed does give the Trustee the power to remove a Beneficiary. The Trustee should be very careful when removing a Beneficiary not to create a re-settlement.

    What is the minimum amount of a settled sum?

    Any amount however small can be the settled sum. It can be as low as $1.00, commonly it is $10.00 or $100.00. It is a good idea to make the settled sum sufficiently large so as not to be completely absorbed by Bank Fees. What a Trustee must be ever vigilant for is to ensure that the settled sum is properly receipted into the funds of the Trust and accounted for throughout the life of the Trust. This is because if the settled sum is never paid to the Trustee as the seed capital of the Trust then the Trust never comes into existence.

    Who are the Additional General Beneficiaries?

    The Additional General Beneficiaries (otherwise known as general Beneficiaries) are Beneficiaries who fall within a very general description of Beneficiaries. They are in some general way related or associated (often quite distantly) to the Nominated Beneficiaries (they may include Companies, Trust, Superannuation Trusts and the like in which a Nominated or other General Beneficiary has an interest).

    Our order form invites you to nominate “Additional General Beneficiaries” if you choose. Individuals or entities named as Additional General Beneficiaries are Beneficiaries of the trust but do not benefit from the lineal or lateral provisions that the Nominated Beneficiaries enjoy. I.e. the Trustee has no discretion to distribute income or capital to related individuals or entities related to the “Additional General Beneficiaries”.

    A Charity can be an Additional General Beneficiary.

    How is the name of a Family Trust changed?

    Patricia Holdings can help change the name of your Trust. The Trustee elects to change the name of the Trust and then confirms that election in writing. A Trustee must ensure that if a Trust changes its name that every person who has business dealings with the Trust deed and every Nominated Beneficiary of the Trust is notified of the change of name. We can provide all the paperwork required for $143 delivered as a PDF or $176 for printed and couriered documents.

    Does a Family Trust have to have a Trustee?

    Yes, every Trust  must have a Trustee. This is because the law requires that for a Trust to exist there must firstly be some Trust property and secondly, it is the Trustee (or Trustees) who hold the Trust property on Trust for a Beneficiary or Beneficiaries (there must be a separation between the legal and equitable ownership). A Trust is not considered a legal entity.

    How is the State of Jurisdiction of a Family Trust Changed?

    The State of Jurisdiction of a Trust is determined by where the Trust conducts its business. As soon as a Trust (the Trust is made up of the Trust assets) is moved from one State to the other then the Jurisdiction of the Trust deed moves to the new State. Trustees must be aware that if a Trust is moved from one State there may be a requirement for Stamp Duty to be paid in the new State.

    How is a Family Trust wound up?

    A Trustee winds up a Trust by:

    • making a Declaration (in writing) that the Trust is to vest (that is the Trust ends and the Trust assets be distributed to the Beneficiaries);
    • collecting in all of the Trust assets and converting them into cash (unless the Trustee proposes to make an in specie distribution);
    • all debts of the Trust must be paid and all tax must be paid;
    • if the Trust is a Family Trust, the Trustee must exercise a discretion and determine who among all the Beneficiaries is to receive the Trust assets;
    • the assets (or cash) are then distributed;
    • notice is then given to the Taxation Department that the Trust has ceased to exist.

    Can a sole personal Trustee be a sole Nominated Beneficiary?

    Generally speaking, no. There must be a difference between the legal person of the Trustee and the legal person of the Beneficiary to enable a Trust to exist. However it can validly be argued that in all Family Trusts, because there are General Beneficiaries as well as Nominated Beneficiaries, the answer is they can be. It is Patricia Holdings experience though that most Banks refuse to lend to a Trust where the Trustee is one and the same as the sole Nominated Beneficiary.

    Can the Settlor be a Beneficiary?

    No, for two reasons:

    1. Section 102 of the Income Tax Assessment Act 1936 provided that if the person who establishes a Trust (the Settlor) has the power to terminate a Trust (that is, is the same person as the Trustee and in some cases a Beneficiary) then the Trust will be deemed not to exist and the Settlor will be personally taxed on the whole of the Trust income.
    2. If the Settlor is a Beneficiary then the Settlor will not have divested him/her self of the Trust assets and as a consequence no Trust relationship can exist.

    If a Beneficiary of a Family Trust is a Trust, who is to be named as the Beneficiary?

    The Trustee of the Beneficiary Trust "as Trustee for" the Trust.

    Who can be the Trustee of a Family Trust?

    Any individual, company, or incorporated association can be a Trustee provided that the person or directors are not bankrupt, minors, or disqualified persons.

    What address should be shown for Trustees and Beneficiaries?

    Any address that will enable the Trustee and Beneficiary to be identified usually the registered office for a company or Trust and a residential address for an individual.

    Must the Trustee have an Australian address?

    The Trustee must have an Australian address as they have Governance responsibility for the Trust and therefore need to be accessible to the Legal Jurisdiction under which they operate. The state or territory of Jurisdiction can be nominated, but should the Trust be subject to legal proceedings, this is only one of the factors that will be taken into account when determining the appropriate Jurisdiction for the action.

    Can a Settlor be changed?

    No. The sole function of a Settlor is to establish the Trust. Once established and the settled sum has been paid to the Trustee the Settlor has no further involvement with the Trust

    Can a Beneficiary be added to a Family Trust?

    Generally speaking, yes. But the definition of Beneficiary in most Family Trust deeds is very broad so it may not ever be necessary to add a Beneficiary. It is also worth noting that if a Beneficiary that could not be contemplated under the wide definition is added then the addition can create a resettlement with potential disastrous Capital Gains Tax and Stamp Duty requirements.

    How long does a Family Trust Deed last?

    A Trust  must vest (be wound up and its assets distributed) within 80 years of being set up (except in South Australia where the Law relating to perpetuities does not apply). The Patricia Holdings Trust deed provides for the Trust to have a maximum life of 79 years. A Trust can be wound up at any time within the 79 years.

  • Unit Trusts

    What is a Standard Unit Trust?

    A Standard Unit Trust is a Trust divided into units all of the same class that gives the Unit holders equal rights to vote and share in the distribution of income and capital in proportion to the number of Units held.

    A Unit Trust  does not have a Settlor.

    What is a Multi-Class Unit Trust?

    This form of Trust is a Trust with different classes of units each having different rights to share in the distribution of capital and income. Some units may have a right to vote and others may not, similar to different Shares in a company structure. Our Multi Class Unit Trust provides 13 different classes of Unit each with differing rights.

    What is a Fixed Unit Trust for NSW Land Tax purposes?

    Revenue NSW’s definition of a Fixed Trust states that it is a trust where the beneficiaries (or Unit Holders) are considered to be owners of the land at the taxing date of midnight on 31 December prior to the tax year.

    This type of Trust applies only to NSW. It is a standard Unit Trust whereby the unit holders are entitled to a fixed proportion of income and capital distribution from the Trust. Revenue NSW stipulates that the Deed must meet the following criteria:

    • The unit holders are entitled to all income of the Trust (after the payment of normal expenses)
    • The unit holders are presently entitled to the capital of the Trust and may require the Trustee to wind up the Trust and distribute the property or the net proceeds of the Trust
    • Unit Holder entitlements cannot be removed, restricted or otherwise affected by the exercise of any discretion or by failure to exercise any discretion.
    • There must only be one class of units issued and the proportion of trust capital to which a unit holder is entitled on winding up or surrendering of units must be fixed and must be the same as the proportion of income of the trust to which the unit holder is entitled.

    If a Trust meets the requirements of section 3A of the Land Tax Management Act, then the Trust will not, for Land Tax purposes, be deemed a Specialty Trust and will be entitled to the benefit of the Land Tax threshold exemptions available in NSW.

    What is a Hybrid Unit Trust?

    A Hybrid Unit Trust combines a Multiclass Unit Trust with a Family Trust component to allow a Trustee to distribute to the lineal and lateral relations of the Unit Holders in addition to Unit Class related distributions.

    How is a Trustee Changed?

    The Patricia Holdings Unit Trust deed provides that 62% of the Unit Holders have the power to remove and appoint a Trustee (clause 34). This percentage is a purely arbitrary figure and could be any other percentage as long as it is a majority percentage.

    How is a new Trustee added?

    To add a new Trustee is relatively simple. The appointment can be made verbally or in writing; preferably in writing. The appointment is made by a 62% majority vote of the Unit Holders. Generally the appointment is in the form of a Trust deed because a Trust deed is a more legally binding document. The additional Trustee must when accepting the appointment undertake to carry out the duties of Trustee and discharge the obligations contained in the Trust deed and at law.

    How do you remove a Unit Holder?

    In a Unit Trust a Unit Holder cannot be removed.

    A Unit Holder can sell his or her units back to the Trustee (but only if the Trustee agrees to repurchase the units) or sell them to the other Unit Holders. If no Unit Holder wants to purchase the Units then the units can be sold on the open market if a purchaser can be found.

    What is the minimum number of units one can have in a Unit Trust?

    If the Trust deed is a Unit Trust deed then the nature of the Trust deed assumes that the Trust deed is divided into a number of units. There can be as few as one unit in a Unit Trust deed though, to avoid the possibility of a Unit Trust deed being deemed to be a Fixed Trust deed, there should be at least two units.

    How is the name of a Unit Trust changed?

    Patricia Holdings can help change the name of your Trust. The Trustee elects to change the name of the Trust and then confirms that election in writing. A Trustee must ensure that if a Trust changes its name that every person who has business dealings with the Trust and every Nominated Beneficiary of the Trust are notified of the change of name. We can provide all the paperwork required for $143 delivered as a PDF or $176 for printed and couriered documents.

    Does a Unit Trust have to have a Trustee?

    Yes, every Trust must have a Trustee. This is because the law requires that for a Trust to exist there must firstly be some Trust property and secondly, it is the Trustee (or Trustees) who hold the Trust property on Trust for a Beneficiary or Beneficiaries (there must be a separation between the legal and equitable ownership). A Trust is not considered a legal entity.

    How is the State of Jurisdiction of a Unit Trust Changed?

    The State of Jurisdiction of a Trust is determined by where the Trust conducts its business. As soon as a Trust (the Trust  is made up of the Trust assets) is moved from one State to the other then the Jurisdiction of the Trust moves to the new State. Trustees must be aware that if a Trust is moved from one State there may be a requirement for Stamp Duty to be paid in the new State.

    How is a Unit Trust wound up?

    A Trustee winds up a Trust by:

    • making a Declaration (in writing) that the Trust is to vest (that is the Trust ends and the Trust assets be distributed to the Unit Holders);
    • collecting in all of the Trust assets and converting them into cash (unless the Trustee proposes to make an in specie distribution);
    • all debts of the Trust must be paid and all tax must be paid;
    • The assets (or cash) are then distributed amongst the Unit Holders according to the Unit Holdings in the Unit Trust Deed;
    • notice is then given to the Taxation Department that the Trust has ceased to exist.

    If a Unit Holder in a Unit Trust is a Trust, who is to be named as the Unit Holder?

    The Trustee of the Unit Holding Trust “as trustee for” the Trust

    Who can be the Trustee of a Unit Trust?

    Any individual, company, or incorporated association can be a Trustee provided that the person or directors are not bankrupt, minors, or disqualified persons.

    Must the Trustee have an Australian address?

    The Trustee must have an Australian address as they have Governance responsibility for the Trust and therefore need to be accessible to the Legal Jurisdiction under which they operate. The state or territory of Jurisdiction can be nominated, but should the Trust be subject to legal proceedings, this is only one of the factors that will be taken into account when determining the appropriate Jurisdiction for the action.

    How long does a Unit Trust last?

    A Trust  must vest (be wound up and its assets distributed) within 80 years of being set up (except in South Australia where the Law relating to perpetuities does not apply). The Patricia Holdings Trust deed provides for the Trust to have a maximum life of 79 years. A Trust can be wound up at any time within the 79 years.

  • SMSF Trusts

    What is a Superannuation Trust?

    A Superannuation Trust is a Self-Managed Superannuation Fund (SMSF).

    An SMSF is a trust structure that provides benefits to its Members upon retirement. The main difference between an SMSF and other super funds is that the Members are also the Trustees of the fund giving them a high level of control when it comes to tailoring the fund to meet their individual needs.

    SMSFs will have between one and four Members.

    The Trustee(s) will either be all Members of the SMSF, or a Corporate Trustee whereby all Members of the SMSF are Directors.
    If there is only one member of the fund then that member plus another person unrelated to the Member will be Trustees unless that second person is the employer of the member then they should be related.
    For a single Member SMSF with a Corporate Trustee, either the single Member will be the Sole Director of the Company or it will be a two Director company with the Member being one and an unrelated second person being the other (unless they are the employee of the Member as above).

    How is a binding death benefit nomination updated?

    The Patricia Holdings Trust deed provides that the Nominations can be renewed every 3 years but do not have to be renewed. It also provides that there can be an agreement between the Trustee and the Members (that binds the Trustee) setting out how the members benefits are to be distributed if the member dies.

    When should a Superannuation Trust deed be updated?

    A Superannuation Trust deed should be updated whenever there is a significant change in the law. As a general rule of thumb the Trustees of a Superannuation Fund should consider reviewing the Trust deed every two years and should update at least every four years. The Funds Auditor may provide some guidance regarding this.

    How is the name of a Superannuation Fund changed?

    Patricia Holdings can help change the name of your SMSF. The Trustee elects to change the name of the Fund and then confirms that election in writing. A Trustee must ensure that if a Fund changes its name that every person who has business dealings with the Fund and every Nominated Beneficiary of the Fund are notified of the change of name. We can provide all the paperwork required for $143 delivered as a PDF or $176 for printed and couriered documents.

    Does a Superannuation Trust have to have a Trustee?

    Yes, every Superannuation Trust must have a Trustee. This is because the law requires that for a Trust (an SMSF is a Trust) to exist there must firstly be some Trust property and secondly, it is the Trustee (or Trustees) who hold the Trust property on Trust for a Beneficiary or Beneficiaries (there must be a separation between the legal and equitable ownership). A Trust is not considered a legal entity.

    In the case of Superannuation Trust the Superannuation Laws requires that a Superannuation Trust must have a Trustee.

    All the Members must be Trustees if the Trustees are individuals (except in the case of Members who are not eligible to be Trustees i.e. minors, bankrupt, unsound mind, then an authorised representative would be appointed) and if the Trustee is a company then all of the Members must be the directors of the Trustee Company where eligible.

    If there is only one member then there must be 2 Trustees if the Trustees are individuals. The Trustee who is not the member can be a relative of the member only if they are the employer of the Member or a non-relative of the member if they are not their employer.

    If there is only one member and the Trustee is a company then the Trustee company can be a single member company of which the member is the sole director or it can be a two Director company whereby the second Director is a relative of the member only if they are the employer of the Member or a non-relative of the member if they are not their employer.

    How is the State of Jurisdiction of a Superannuation Trust Changed?

    The State of Jurisdiction of a Trust (an SMSF is a Trust) is determined by where the Trust conducts its business. As soon as a Trust (the Trust is made up of the Trust assets) is moved from one State to the other then the jurisdiction of the Trust deed moves to the new State.

    Superannuation Trusts are governed by Commonwealth Law so the law governing Superannuation Trusts is the same in every State.

    How is a Superannuation Trust wound up?

    A Trustee winds up a Superannuation Trust by:

    • making a Declaration (in writing) that the Trust is to vest (that is the Trust ends and the Trust assets be distributed to the Beneficiaries);
    • collecting in all of the Trust assets and converting them into cash (unless the Trustee proposes to make an in specie distribution);
    • all debts of the Trust must be paid and all tax must be paid;
    • The assets (or cash) are then distributed amongst the Members or Members dependants according to the members share in the Superannuation Trust;
    • notice is then given to the Taxation Department that the Trust has ceased to exist.

    If any Member is under the age (retirement after age 55, permanent disability, death etc) when the Superannuation Trust can make payments to the Member then that particular Members share must be paid to another complying Superannuation Fund.

    Who can be a Trustee of a Superannuation Trust deed?

    Under section 17 of the SIS Act (and as set out in the definitions section of the Patricia Holdings Superannuation Trust deed) the Members must be the Trustees, or if the Trustee is a Company then the Directors of the Trustee Company must be the same persons as the members.

    If there is only one Member of the Superannuation Fund then that Member plus another person unrelated to the Member will be Trustees, unless that second person is the employer of the member then they should be related. For a single Member SMSF with a Corporate Trustee, either the single Member will be the Sole Director of the Company or it will be a two Director company with the Member being one and an unrelated second person being the other (unless they are the employee of the Member as above).

    Minors (a person under 18) cannot be Trustees or Directors of a Trustee Company. But a Legal Personal Representative of a minor can represent the minor.

    Bankrupted and disqualified persons cannot be Trustees' or Directors of a Trustee Company.

    How and when can payments be made from my SMSF to its Members?

    You can access your super when you reach your preservation age. This is the minimum age, set by law, which your super must be preserved until and is currently between 55 and 60. Once you reach this age, you can access your super as long as you are permanently retired (or reached age 65). If you haven’t permanently retired, you can still access part of your super through a transition to retirement pension.

    When the Trustees of the Superannuation Fund are individuals then payments from the Superannuation Fund to its Members must be made in the form of a pension. That restriction does not apply in the case of a Corporate Trustee. In this instance, payments can be made in lump sum or pension.

    Can the Trustee of a Bare Trust used for Limited Recourse Borrowing Arrangements be the same as the Trustee of the related Superannuation Trust?

    No. The Superannuation Industry Supervision Act is specific, under section 67 A & B that the Trustee must be a different legal entity. The Trustee can be an individual, a group of individuals or a Company. Directors of the Corporate Trustee of the Bare Trust can be the same as he members of the Fund.

    It is in our experience that most banks will not lend to a Bare Trust with individual Trustees.

    How long does a Superannuation Trust last?

    Under a specific provision in the Superannuation Industry Supervision Act, a Superannuation Trust is not limited to maximum life of 80 years, and must be indefinitely continuing.

    What happens when all of the Members of a Self-Managed Superannuation Fund have died?

    When all of the Members of an SMSF have died the assets of the SMSF must be distributed amongst the dependants of the deceased Members or paid to the personal legal representative of the deceased Members to be distributed in accordance with the Will of the deceased Members. If a Member has given the Trustee a direction in writing either in the form of a binding death benefit nomination or in some other form then the Trustee may distribute the Member's share of the fund in accordance with that direction.

    Care should be taken when distributing a deceased Member's share of a SMSF because there are different taxation consequences attached to different distributions. 

  • Business Names

    Where do I find the ASIC Electronic Lodgement Protocol (ELP)?

    Can Patricia Holdings register a business name for me on my behalf?

    Yes.

    You can register a business name with Patricia Holdings online here, or by downloading and completing a paper form available here

    You do not need to have set this entity up with Patricia Holdings initially.

    Once we receive your order form we will apply for your business name on your behalf. Assuming the name is available; in most cases we are able to confirm the registration of your name on the same day and often in as little as an hour.

    For prices, click here

    Can I use my existing business name as the name of my new company?

    Yes, you can.

    Whoever owns the business name will need to be either a Director or a shareholder of the new company being incorporated. At the time of incorporation you will need to quote the ABN of the entity that holds the Business Name.

    How do I renew my business name?

    Renewing a business name can be done directly with ASIC via your ASIC Connect account. If you don’t have an ASIC Connect account you are able to create one at https://asic.gov.au/ by clicking on the blue “ASIC Connect” button.

    You must have already received your business name renewal notice in order to renew the business name. Via ASIC Connect you are able to renew the name for either a one or three year period, pay for the renewal and request an invoice.

    You can find more information about renewing a business name on the ASIC website

    Can I re-register a cancelled business name?

    Yes.

    If ASIC cancel a business name as a result of unpaid renewal fees, you are able to apply to ASIC directly to have the business name re-instated. For 6 months following the cancellation ASIC will not allow anyone else to register the business name.

    What is a business name?

    A business name is a name, other than its legal name, by which an entity can trade or be recognised.

    Once registered, the business name appears on the public register so people can identify the individuals, companies, registered bodies or other organisations that hold the business name.

    Do I have to register a business name?

    If you choose to operate as a sole trader, partnership or a trust then you will need to register your business name with the Australian Securities & Investments Commission (ASIC) unless you trade under:

    • your own individual name; or
    • all of the individual names of the partners in a partnership

    If you are not sure whether you need to register a business name, or need help to choose the right structure for your business, you may wish to obtain advice from a professional advisor such as a lawyer or accountant.

    The obligation to register a business name is entirely separate to any steps that business owners may take to protect any intellectual property rights in a name or brand, such as registering a trademark.

    Who can register a business name?

    • Any entity with an ABN.

      This could be:

      • an individual (for example, a sole trader)
      • an incorporated entity, including an Australian registered company (has an ACN), an Australian registered body (has an ARBN) or other incorporated entity (no ACN or ARBN)
      • an unincorporated entity, including a trust, superannuation fund or unincorporated body or association
      • a partnership or joint venture partnership, or
      • a joint venture.

    How long can I register a business name for?

    You can register a business name for either 1 year or 3 years. Patricia Holdings takes the hassle out of the registration process and we are able to register a name on your behalf. Click here for more information.

    Can I transfer a business name?

    Yes, you can transfer a business name from one ABN to another.

    You can transfer a business name by logging into or creating an ASIC Connect account by going to ASIC Connect
    You will need to start a "cancel/transfer" process which will provide you with a transfer number. This number is then used to register the business name to the new ABN in the same manner as registering a new business name.

    Patricia Holdings can transfer the business name for the same cost as registering a business name.

    Does a business name give me the exclusive right to use that name?

    While having a registered business name will prevent others from registering the same or very similar business name or company name with ASIC, it does not give you ownership of the name or the exclusive right to use the name. Registering a business name:

    • does not stop another person from registering a similar name
    • will not prevent the name being registered as a trademark
    • will not prevent the name being used by someone that has already registered it as a trademark; and
    • does not protect you from legal action if the name of your business infringes the intellectual property rights of another (for example, a name which is a registered trademark).

    What should I do before applying for a business name?

    Check to see if the name is identical or similar to a registered trademark, by using the free IP Australia Trade Mark Check (TM Check)

    If you would like to register a domain name in addition to your business name, check to make sure that the domain name you want is available.

    Check any state or territory licences you may require to use a name or conduct a particular type of business in your state or territory. For more information go to Business Licence Information Service.

    Do I need an ABN number before applying for a business name?

    Yes.

    The individual or entity you are seeking to register a business name for must first have an ABN or an ABN application reference number before they can apply for a business name.

    How can I update the details of my business name?

    You will need to go to www.asicconnect.asic.gov.au website and register yourself as a user and then link your business name to your login using the "Link a Business Name" function on the right hand side of the web page once you have logged in.

    Once you have linked your business name to your login just follow the prompts to make any required changes.

    Can ASIC send my ASIC key to another party, such as a registered agent?

    Yes.

    You can ask ASIC to send your ASIC Key to your registered agent. You generally need to give your written authority for ASIC to provide your ASIC key to a third party (exceptions are made for large agents).

    How can I check whether the business name I want to register is available?

    You will be able to check the availability of a new business name by searching the asic name availability register for existing names before progressing with an application for registration of a new business name.

    Before registering a business name, you should conduct a trade mark search.

    For more information you can search Australian trade marks at IP Australia Trade Mark Check (TM Check) and domain names at Domain Name Administrator(auDA).

    How will ASIC determine if a business name can be registered?

    ASIC provides a search function that allows the user to determine whether a business name is available for registration.

    You are able to search your proposed names availability here

    You will also find information about reviewing an ASIC decision on the link above.

    Can I appeal the decision if my proposed name is rejected?

    Yes, you can seek a review of an ASIC decision by lodging your request within 28 days of being notified of the decision. You should submit a copy of your application. If you are still not satisfied with their decision, you may apply to the Administrative Appeals Tribunal for further review.

    Will ASIC issue a business name certificate and do I need to display it?

    ASIC will issue a record of registration following business name registration and each renewal. You do not need to display the record of registration by law, although you may wish to. You are still required to display the business name.

  • ABN

    What is an ABN?

    An Australian Business Number (ABN) is a unique 11 digit number that identifies your business to the government and community. The ABN is provided by the Australian Business Register (ABR).

    The ABN does not replace the tax file number.

    Is the ABN the same as an ACN?

    No. The Australian Company Number (ACN) is a nine-digit number issued by the Australian Securities and Investments Commission (ASIC). It is a unique identifier purely for companies, unlike an ABN which is issued to all entities conducting a business.

    What are the benefits of having an ABN?

    There are multiple benefits to having an ABN. For example:

    • Payment – if included on your invoices, your clients will not be required to deduct PAYG withholding tax of 46.5%.
    • Authority – it provides clients with the confirmation that yours is an established business
    • GST Registration – if you want or need to register for GST then an ABN is required.
    • Banking – you will need an ABN to open a business bank account

    How do I apply for an ABN?

    Patricia Holdings can assist you with applying for an ABN. Simply complete our online form, providing all the necessary details and we will handle the rest!

    When you order your company or trust from us and also want an ABN or TFN, our online system auto-completes the application with information from your company or trust to save you time re-typing the same information. You can even use our online system to apply for an ABN or TFN if you didn’t order your company or trust from us. Most importantly, an experienced Patricia Holdings staff member will review your application prior to its final submission to the Australian Taxation Office, ensuring any problems with your application are identified early on saving you time and money correcting them later.

    $176 (inc GST)

    How long does it take to get an ABN?

    Provided you have given us all of the relevant information and the ABR has not flagged any information as needing review, Patricia Holdings are able to have your ABN to you immediately after lodging the application.

    If information is missing or the ABR is not able to verify it, there will be a delay as your application will be processed manually which can take up to 28 days.

    Only when an ABN has been issued by the ABR will the public details about the ABN become available on the ABN Lookup.

    How can I track the progress of my ABN application?

    If your ABN is deemed as requiring a manual review, the ABR will be in touch with you within 28 days. However we advise contacting the ABR directly to follow up with your application.

    We are not allowed to contact the ABR on your behalf to follow up on a lodged application - only authorised contacts and associate individuals of the entity can.

    Can I use an existing ABN for my new company?

    No. The ABN is a unique identifier for every business. The new company must register for a new ABN.

    Can I use the same ABN for more than one business?

    Yes you can conduct any number of activities/businesses under the same ABN provided that they are all operating under the same business structure.

    If your second or subsequent businesses operate under a different structure, you will need to apply for separate ABNs for each new business structure.

  • MYOB / QuickBooks

    How does this export functionality work?

    The export functionality from the Patricia Holdings website will enable you to export details from your Patricia Holdings online account into a CSV file which can then be directly imported into your MYOB or QuickBooks accounts as a new contact record.

    How do I select records to export?

    On the left hand side of the Orders and Invoices webpage, click on the link “Company Data” to access the records that are ready to be exported.

    To export a record you can do one of the following:

    1. Click on the company name. Click on the “Transfer Data” drop down and select “Export to MYOB” or “Export to QuickBooks”. A message confirming a successful export will be shown at the top of the screen.
    2. You will see a file download appear – depending on your browser, your file will automatically be saved to the downloads folder or you will be able to define the location for it to be saved.


    Alternatively

    1. Select the tick box next to the Company name, click on the “Transfer Data” drop down and select “Export to MYOB” or “Export to QuickBooks” . A message confirming a successful export will be shown at the top of the screen.
    2. You will see a file download appear – depending on your browser, your file will automatically be saved to the download folder or you will be able to define the location for it to be saved.

    Can I export multiple records at one time?

    Yes you can! Using the tick boxes next to each company name, select the number of records you want to export. Click on the “Transfer Data” drop down and select “Export to MYOB”. A message confirming the successful export will be shown at the top of the screen.

    What details will be exported?

    The following Company registration details will be exported:

    • Company name
    • Company address
    • Director name
    • Additional Director and/or member names – up to a maximum of 5 as limited by the accounting software

    Where can I find the information once it has been exported?

    This is dependent on the web browser you are using. Either the exported data will be placed in your downloads folder on your machine or as part of the export process, you will be asked to define the location where the file should be saved.

    How do I then get this data into MYOB or QuickBooks?

    Simply follow the normal import steps for either software. The file can be directly imported into the accounting software to create new customer records.

    For further instruction on how to import the csv file into MYOB and QuickBooks please refer to the help section for each software.