Company Registration Australia

If you’re looking to start your own company, you’ve come to the right place. At Taxopia, we have an online form to help you easily and quickly establish an Australian registered company under the Corporations Act 2001.

Company Incorporation will cost $945 + GST.

Companies and other types of businesses are different creatures, and it’s important to ensure which one may suit your needs, depending on the responsibilities and controls you’re happy to have and what you intend to do with your goods / services.  

Companies are legal entities and so impose a great deal more legal requirements, fees (e.g. for regulatory registrations), record-keeping of official meetings, tax returns and compliance with the Corporations Act 2001, are subject to annual review by ASIC are responsible for their own debts and must maintain a separate business bank account. A key difference in creation and ending of either is that a Company needs formal registration and deregistration, as opposed to a sole trader’s business name which merely requires cancelling an ABN within 28 days of trading. Your accountant will be able to assist you with all of these requirements. They do this day-in, day-out. 

You are responsible for notifying ASIC when any details of your Company change, e.g., address, Directors or Shareholders’ names. You can do this online or by completing the appropriate form found on the ASIC website. 

An annual review of your Company needs to be conducted and the current annual review fee is $310 registration fee needs to be paid to ASIC 

In Australia, a Company must be registered with the Australian Securities and Investment Commission (ASIC). Your accountant or third party providers can assist you with registering a Company. 

ASIC is the main regulatory body for Company registration in Australia, who will ultimately be responsible for registering and regulating your Company. Their website sets out the requirements for registering and maintaining a Company and offers lots of background information.  

Benefits and legal requirements of registering a company.

Registering a company in Australia is critical for various reasons:

• Limited Liability – Shareholders are typically not personally liable for the company’s debts and liabilities beyond their investment in the company.
• Legal Recognition – Separate legal entity.
• Perpetual Existence – A company can continue to exist even if shareholders or directors change.
• Raising Capital – Companies can issue shares to raise capital.
• Credibility and Trust – Increased level of trust and credibility.
• Legal Structure – Provides structured regulations and transparency.
• Access to Government Programs – Many Government grants are only open to registered companies.
• Tax Benefits – Depending on the company’s structure and operations, there may be tax advantages such as lower tax rates of 25%.
• Compliance and Reporting – To ensure transparency and accountability.
• Separation of Personal and Business Affairs
• International Business – Facilitate international business, including opening overseas bank accounts and entering international contracts.
• Succession Planning – Easier to plan for the transfer of ownership or management.

In summary, registering a company is a fundamental step for businesses in Australia, offering legal safeguards and growth opportunities.

Explanation of the process involved in setting up a functional business entity.

Setting up a company in Australia involves several steps and legal requirements. Here is an overview of the process:

• Choose a Business Structure:
  Decide on the type of company structure you want to establish. The most common structures in Australia are:
  • Proprietary Limited Company (Pty Ltd): A private company with limited liability for its shareholders.
  • Public Company Limited by Shares (Ltd): A publicly traded company with more than 20 shareholders.
  • Public Company Limited by Guarantee: Typically used for non-profit organisations.

• Company Name Registration:
  This name must be unique and not already in use. You can check the name availability through ASIC’s (Australian Securities and Investments Commission) website. The name must also include “Pty Ltd” or “Ltd” as appropriate.
• Appoint Directors and Shareholders:
  At least one director who resides in Australia is required. A proprietary company also requires at least one shareholder, and there is no maximum limit on the number of shareholders.
• Registered Office:
  A registered office in Australia is required where all official documents can be sent and served. This office must be accessible to the public during business hours.
• Constitution:
  Draft a company constitution, which outlines the rules and regulations governing the company’s internal management and operation. While not mandatory, having a constitution is advisable.
• ACN (Australian Company Number):
  Upon registration, your company is assigned an Australian Company Number (ACN), which must be displayed on all company documents and correspondence.
• ASIC Registration:
  Register the company with ASIC, the Australian Securities and Investments Commission. This includes submitting the necessary forms and paying registration fees. ASIC will provide an Australian Company Number (ACN) upon approval.
• Taxation:
  Where the company is operating a business, the company will need to register for a Tax File Number (TFN), Australian Business Number (ABN) and the Goods and Services Tax (GST) if your company’s annual turnover exceeds the threshold. Additionally, you must ensure that your company complies with corporate tax obligations and reporting requirements. Taxopia’s Company Tax Returns will have you covered here.
• Business Licenses and Permits:
  Licenses and permits can be different depending on the kind of business you run and where it’s located. Make sure to have the right permits to operate your business legally. Many local councils have permit requirements and restrictions that must be complied with. Also some business activities have additional state-based requirements such as real estate agents, labour hire businesses, and adult services to name a few.
• Bank Account:
  Open and maintain a separate bank account in the company’s name to handle financial transactions.
• Record Keeping:
  Maintain accurate and complete financial and administrative records for a specified period, as required by law.
• Compliance:
  Ensure compliance with various legal regulations and obligations, including industry-specific rules and competition laws.

The specific steps and requirements may vary depending on the type of company, its industry, and other factors, so seeking expert guidance is vital for a smooth and legally compliant setup process.

List of essential documents and their importance in the registration process.

Several documents and forms are required to complete a company registration in Australia.

• Directors Identification Number
• Application for Registration as an Australian Company (Form 201)
• Consent to Act as Director (Form 370)
• Consent to Act as Secretary (if applicable)
• Member Application Form (Form 201)
• Occupational License or Registration (if applicable)
• Company Constitution (optional)
• Registered Office Consent
• Declaration of Compliance (Form 315)
• Information about Ultimate Holding Company (if applicable)
• Share Certificates
• Board and Shareholder Resolutions (if applicable)
• ACN Notification: After the company is registered, a notification with the company’s Australian Company Number (ACN) is sent to the registered office.

Overview of steps, including legal structure, office location, and registration.

The essential components of setting up a company in Australia include:

• Business Structure:
  Choose the type of company structure you want to establish. The most common structures in Australia are:
  • Proprietary Limited Company (Pty Ltd): A private company with limited liability for its shareholders.
  • Public Company Limited by Shares (Ltd): A publicly traded company.
  • Public Company Limited by Guarantee: Typically used for non-profit organisations.

• Company Name:
  You must register a unique Company name that is not already in use. You can check the name availability through ASIC’s (Australian Securities and Investments Commission) website. The name must also include “Pty Ltd” or “Ltd” as appropriate.
• Directors and Shareholders:
  At least one director who resides in Australia needs to be appointed. A proprietary company also requires at least one shareholder, and there is no maximum limit on the number of shareholders.
• Registered Office:
  A registered office in Australia is required where all official documents can be sent and served. This office must be accessible to the public during business hours.
• Constitution (optional):
  Draft a company constitution, which outlines the rules and regulations governing the company’s internal management and operation. While not mandatory, having a constitution is advisable.
• ACN (Australian Company Number):
  Upon registration, your company is assigned an Australian Company Number (ACN), which must be displayed on all company documents and correspondence.
• ASIC Registration:
  Register the company with ASIC, the Australian Securities and Investments Commission. This includes submitting the necessary forms and paying registration fees. ASIC will provide an Australian Company Number (ACN) upon approval.
• Taxation:
  Where the company is operating a business, the company will need to register for a Tax File Number (TFN), Australian Business Number (ABN) and the Goods and Services Tax (GST) if your company’s annual turnover exceeds the threshold. Additionally, you must ensure that your company complies with corporate tax obligations and reporting requirements. Taxopia’s Company Tax Returns will have you covered here.
• Business Licenses and Permits:
  Licenses and permits can be different depending on the kind of business you run and where it’s located. Make sure to have the right permits to operate your business legally.
• Bank Account:
  Open and maintain a separate bank account in the company’s name to handle financial transactions.
• Record Keeping:
  Maintain accurate and complete financial and administrative records for a specified period, as required by law.
• Compliance:
  Ensure compliance with various legal regulations and obligations, including industry-specific rules and competition laws.

Information on corporate tax rates and obligations.

There are several tax implications for setting up a company in Australia:

• Company Tax:
  For the 2023/24 financial year, most companies have a 30% tax rate, while Base Rate companies have a 25% tax rate. To be considered a Base Rate entity, your company’s aggregated turnover in the previous income year must be less than $50 million, and your passive income must be no more than 80% of your assessable income.
• Goods and Services Tax (GST):
  If your company has an annual turnover of $75,000 or more (or $150,000 or more for non-profit organisations), you must register for GST. Your company must charge GST (currently 10%) on your taxable sales and remit it to the Australian Taxation Office (ATO) periodically. In return, your company can also claim GST credits on the GST portion of your business expenses.
• Payroll Tax: A state-based tax imposed on the wages and salaries paid by businesses, which varies in rate and threshold among states and territories. To know if your company needs to pay this tax, check the specific rules in your state or territory.
• Fringe Benefits Tax (FBT): If your company provides fringe benefits to your employees, such as cars, housing or entertainment, you may be liable for FBT.
• Capital Gains Tax (CGT): This tax is payable on any capital gain made when you sell assets like property or shares, and there are specific rules and concessions that may apply.
• Dividend Imputation: Shareholders may receive a credit for the company tax already paid. This can reduce the overall tax liability for shareholders.
• Thin Capitalisation Rules: Australia has rules to limit the amount of debt that a company can use to finance its Australian operations. Companies that exceed these limits may face additional tax implications.
• Transfer Pricing Rules: If your company has international transactions, you must adhere to transfer pricing rules to ensure that your pricing is at arm’s length, which helps to prevent underpayment of tax in Australia.
• Research and Development (R&D) Incentives: Companies engaged in eligible R&D activities may be eligible for tax incentives and offsets to encourage innovation.
• Other Industry-Specific Taxes: Some industries may have specific taxes or levies that apply to their operations. It’s important to be aware of any industry-specific tax obligations.

Guidance on managing an Australian-based company from abroad.

Yes, you can operate a business from overseas while the company is set up in Australia. This is called an “offshore company” or “non-resident company”.
Here are some legal requirements to operate an offshore company:

• Registered Office in Australia – Your company must have a registered office in Australia where official documents can be sent and served.
• Director Residency Requirements – At least one director of the company must reside in Australia.
• Ownership and Reporting – If the company is more than 50% foreign owner there are additional reporting requirements for lodging financial statements with The Australian Securities and Investments Commission (ASIC).
• Taxation – Your company is subject to Australian taxation on its income, regardless of where the business operations occur. Taxopia can help your company with all your tax compliance work, including BAS, to comply with the Goods and Services Tax (GST) requirements.
• Banking and Financial Management – You will need to set up and manage a business bank account in Australia for financial transactions related to Australian operations.
• Compliance with Australian Laws – Ensure compliance with Australian laws and regulations relevant to your industry and business activities.
• Record Keeping – Maintain accurate and complete records of the company’s financial transactions, activities, and compliance documentation.

List of industry-specific licenses and permits that may be required.

The specific licenses and permits required for your company depend on various factors, including the industry, the products or services offered, and the location of your business operations within Australia. It’s essential to research and identify the specific permits and licenses required for your business and ensure compliance with all legal and regulatory requirements. Some common permits and licenses include:

• Business or Operating License
• Registrations and Certifications
• Trade or Seller Permits
• Health and Safety Permits
• Environmental Permits
• Alcohol, Tobacco, or Gambling Licenses
• Building and Construction Permits
• Employer Registrations
• Import and Export Licenses

Intellectual Property Protection

Overview of ongoing obligations, such as filing annual reports and paying taxes.

After registering a company in Australia, these are the legal and regulatory compliance requirements that must be met:

• Annual Review – A yearly assessment to ensure that ASIC is up to date with your company’s current details. You’ll be required to pay for this annual review directly to ASIC. Taxopia’s ASIC Agent service is available to help you with ASIC statement retrieval, solvency resolution preparation, and one annual details update if required. To learn more about this service, click here: https://taxopia.com.au/asic-agent-services/
• Tax Obligations – Companies are required to file annual tax returns with the Australian Taxation Office (ATO) and fulfil any tax payment obligations. Taxopia has a range of company tax returns to ensure your company is compliant. See our packages here: https://taxopia.com.au/cheap-company-tax-returns/
• Record-Keeping – Companies are required to maintain accurate and complete financial and administrative records for at least five years from the date of preparation. Numerous online record-keeping platforms are available, but we highly recommend Xero to manage your bookkeeping requirements efficiently. Taxopia’s Bookkeeping support will help you get started with Xero. To learn more about this service, click here: https://taxopia.com.au/xero-bookkeeping-support/
• Director and Shareholder Obligations – Directors must comply with their duties and responsibilities as outlined in the Corporations Act. Shareholders may also have certain rights and obligations based on their shareholding.
• Compliance with Industry Regulations – Specific industries may have additional compliance requirements.
• Workers’ Compensation Insurance – If your company employs staff, you must apply for workers’ compensation insurance. To apply, please contact the relevant workers’ compensation authority in your state or territory:
  • Australian Capital Territory: WorkSafe ACT
  • New South Wales: State Insurance Regulatory Authority (NSW)
  • Northern Territory: NT WorkSafe
  • Norfolk Island: Norfolk Island Workers’ Compensation Scheme
  • Queensland: WorkCover Queensland
  • South Australia: ReturnToWork SA
  • Tasmania: WorkSafe Tasmania
  • Victoria: WorkSafe Victoria
  • Western Australia: WorkCover WA 
• Corporate Governance – Companies are expected to follow good corporate governance practices involving ethical conduct, transparency, and accountability in business operations.

Information on eligibility and requirements for non-resident company owners.
Yes, foreigners and non-residents can register a company in Australia. However, there are specific criteria and requirements to adhere to:

• Resident Director Requirement – At least one director of the company must reside in Australia.
• Registered Office in Australia – Your company must have a registered office in Australia where official documents can be sent and served.
• Agent or Representative – A non-resident director can appoint an agent or representative in Australia to handle administrative tasks or fulfil legal requirements.
• Taxation and Legal Compliance – Your company must comply with Australian taxation laws and adhere to other legal and regulatory obligations.
• Eligibility and Documentation – Non-residents need to provide identification and eligibility documentation, similar to what residents provide, for company registration.
• Visas and Work Permits – You must ensure you have the right visa or permit to live or work in Australia.