Company

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.

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.

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 $310 (ex gst) + ASIC fee if you order your company online. When you order our bound hard copy product, for just an additional $20 (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 $170 (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 $120 (ex gst) service fee.

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.

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 in your company registration. 

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 $120 (ex gst) to lodge your forms with ASIC and provide you with the necessary documents and minutes for your register.

Patricia Holdings can register most company types. We can register and provide compliant documents for the following types of companies:

• Proprietary Limited (Pty Ltd) company
• Superannuation Trustee Pty Ltd company
• Unlisted Public company
• Limited By Guarantee company
• Not-for-profit Pty Ltd company (including as trustee of an Ancillary Fund)
• Home Unit 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.

Before registering the company with Patricia Holdings, you can check the company name availability 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.

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

For more information, please refer to the COMPANY REGISTRATION CHECKLIST. 

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.

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.

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.

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.

One (1) and that shareholder can be a person or Company. The shareholder(s) can also be an overseas person or Company.

“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.

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.

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.

Yes but they can be valued in cents if you wish.

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.

The registered office must be an Australian physical address, not a Post Office Box. You cannot use an overseas address.

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.

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.

Yes. Patricia Holdings offers the following services for Foreign Companies:

• Registration of Foreign Company with ASIC
• Registered Office in Australia
• Local Agent Service in Australia

Please see more information about this service here. 

This is an 8-digit number unique to a particular company that is sent directly to the Registered Office within 28 days of incorporation. It is like a pin number for your company and must be noted when you lodge some paper documents with ASIC.

If the Corporate Key has been misplaced, you will need to contact ASIC to have it reissued.

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.

A company constitution is a document that sets out governing rules of a company. It is essentially a contract between the company and its shareholders and officeholders which outlines the rights and obligations that each party has.

No. You can choose to operate using the “Replaceable Rules” which are a basic set of rules for managing your company found in the Corporation Act 2001, but financial institutions will generally require a Constitution for opening bank accounts and other transactions.

After the company registration, ASIC supplies the ACN (Australian Company Number) and then you can apply ABN via ATO (Australian Taxation Office) with the A.C.N. provided. It is a separate process.

ABNs are not compulsory. However, there are many good reasons to have one, for example, ABNs help you:

• to deal with the ATO; and
• in dealing with other businesses when supplying goods or services to them or when purchasing goods and services.

You also need an ABN to register for GST. Entities carrying on an enterprise in Australia with a GST turnover of $75,000 must register for GST. More information can be found at ato.gov.au.

A company is an entity that has a separate legal existence from its owners. The owners of the company are known as members or shareholders. Its legal status gives a company the same rights as a natural person which means that a company can incur debt, sue and be sued. Companies are managed by company officers who are called directors and company secretaries.

The most common type of company structure is a proprietary limited company (which has the words 'Pty Ltd' after the name). This type of company does not sell its shares to the public and has limited liability.

Yes, it is possible to register a company with the same business name. The only ASIC regulation is that the business name holder must be a part of the company at the time of the company registration. If the business name holder is:

• a sole trader, then this individual must be an Officer or Member of the company at the time of incorporation.
• a company, then the company must be a Member of the new company registration.
• a trust, then the trustee of the trust must be a member of the company holding the shares non-beneficially for the trust. The trust deed will also need to be sighted by ASIC proving the trustee of the trust is who is listed; this can be emailed to Patricia Holdings who will forward on to ASIC with the 201.
• a partnership, then all members of the partnership must be Officers or Members of the company
• an incorporated association or any other organisation holding an ABN, then the association or organisation will need to be a Member of the company

The entity holding the business name does not need to be involved with the company beyond the point of incorporation and can be ceased as an Officer or Member of the company as early as the next day.

These are two totally different things – a trust is an arrangement between 2 or more parties. It is a set of responsibilities that are imposed on a nominated party (the trustee) to hold assets on behalf of another party. A company is a legal entity registered with ASIC, that exists separately from its owners (its shareholders). A company’s status as a separate legal entity gives it the same rights as a natural person, meaning it can be sued, is liable for debts and it can sue another entity.

Business names are registered to an ABN however an ABN for a company can only be applied for once an ACN has been issued by ASIC, so this really depends on if you’re already trading or not. If you’re not already trading then we suggest waiting until you have registered your company. Outside of needing an ACN to have an ABN, there are three main reasons for this:

1. It can be difficult to register a company (depending on who the business name holder is) with the same name as your business name.
2. Transferring a business name from one entity to another comes with the same fees as registering a business name – this means you may end up paying double the registration fees.
3. If you are registering a business name that is exactly the same as an existing company’s name, then only that company can register the business name (as it is already considered “taken” to ASIC) – this can save on registration fees as you may not need to register the business name.

If you are already trading, chances are you already have a business name registered. You can either use this name to register your new company (see article Can I set up a company with the same name as a registered business name?) or you can transfer the business name to the company’s ABN once obtained

A shelf company is one that has been incorporated, and has been sitting on the “shelf” for a certain amount of time without trading or holding any assets or liabilities. This was common practice prior to the inception of online registration, as registering a company then was time consuming and difficult – it was simply much easier to “purchase off the shelf”. Nowadays, with such a streamlined process and the ability to register a company instantly online, there is generally no need to acquire a shelf company.

Fun fact: the original owner of Patricia Holdings pioneered the shelf company concept back in 1968. We are now one of the leading companies to forge this online registration platform and continue to be a leader 50 years on.

An entity must be registered with ASIC to carry on business in Australia if it meets the definition of a “foreign company” in Section 9 of the Corporations Act 2001. A foreign company is defined as a body corporate which has been incorporated in an external territory or outside Australia, or an unincorporated body that is formed in an external territory or outside Australia and may sue and be sued or may hold property in the name of its secretary or other officer.

In order to register your foreign company in Australia, there are a few steps which must be followed.  Firstly you must ensure that the name you wish to use is available. Next, you must complete and submit a Form 402 – Application for Registration as a Foreign Company, along with the required supporting documents and the applicable fees.

Documents that must be lodged with the Form 402 are:

1. a Certified copy of the Certificate of Incorporation or similar document and a Certified copy of the body's Constitution, including any amendments (which are not more than 3 months old);
2. a memorandum of appointment of the local agent or power of attorney in favour of the local agent which can be done using an ASIC Form 418. The form must state the name, address and appointment date of the local agent who must be an Australian individual or company, authorised to accept, on behalf of the foreign company, service of process and notices.
   Note: if the Form 418 is being lodged by a third party on behalf of the company, a copy of the document which authorises them to lodge the document must be provided as well as a Form 403 to verify the authorising document; and
3. a memorandum stating the powers of certain directors where the directors of the foreign company include directors who are resident in Australia and are members of a local board of directors.

In order to be a director of an Australian company, there are a few minimum requirements that must be met. The person applying to be a director must:

1. be 18 years of age;
2. have provided written consent to taking on the role and the responsibilities of being a director prior to being appointed; and
3. not have otherwise been disqualified from being a director.

An individual will be disqualified from being a director if they:

1. are an undischarged bankrupt;
2. have entered into a personal insolvency agreement under the Bankruptcy Act 1966 and have failed to fulfil the terms;
3. have been banned by ASIC or a court from managing corporations; or
4. have been convicted of dishonesty-related offences.

An individual will be disqualified from being a director if they:

1. are an undischarged bankrupt;
2. have entered into a personal insolvency agreement under the Bankruptcy Act 1966 and have failed to fulfil the terms;
3. have been banned by ASIC or a court from managing corporations; or
4. have been convicted of dishonesty-related offences.

If an individual is already a director in a corporation and then becomes subject to one of the above four categories, they will be automatically disqualified and removed from any directorship they currently occupy by ASIC.

Yes, a foreign person can be a director of a company in Australia, however they cannot be a sole director of an Australian company. Section 201A of the Corporations Act 2001 sets out the minimum number of directors, including the minimum number of Australian directors that a company must have. It states that a private pty ltd company must have at least one director, who must ordinarily reside in Australia. A public company must have at least three directors and at least two directors who ordinarily reside in Australia.

A non-resident can start a company in Australia, however they cannot do it on their own. In Australia, at least one director of any company must be an Australian resident, two of the minimum three directors of a Public company must be Australian residents. This means that a non-resident cannot open a company on their own; however they can do so in partnership with an Australian resident.

Yes you can be, however you cannot be a sole director of a company – you must have at least one resident director for Australian companies (or two if the company is a Public company; minimum three directors in total)

Yes an individual of any nationality or residency can be a director of an Australian company however you should be aware of Section 201A of the Corporations Act 2001 which states that a proprietary company must have at least one director that ordinarily resides in Australia, and in a public company, at least two of the minimum three Directors must reside in Australia.

Yes, a foreign citizen can start a business in Australia. If the business is run as a company structure, due to the minimum requirements for directors, there will need to be at least one Australian resident involved as a director of the company.

If you are a foreign citizen wanting to register a company and do not meet the minimum director requirements, get in contact with us and see how we may be able to help. See: https://www.patricia.com.au/other-services/australian-resident-director.

As at the 1^st of July 2024, the ASIC fees for company registration changed, and are currently as follows:

• $597 for a Standard Pty Ltd companies, Superannuation Trustee Companies, Home Unit Companies, Not-for-profit Pty Ltd Companies and Public Companies
• $491 for companies Limited by Guarantee

These fees described above are ASIC fees only, and do not include our service fees – if you would like to see full pricing information please visit this link.

In our multi-class constitutions, each different class of share is assigned a different set of rights and restrictions. This would be useful in a company where there are different tiers within the shareholders, as it allows certain shareholders to hold voting rights, whereas others only hold rights to dividends and so on.

The Public Officer’s role is to be the company’s representative and correspond directly with the ATO and the ABR, if necessary. ASIC does not keep a record of who the Public Officer is, so it will not show up on their register, however in our suite of register documents, there is a prefilled consent to act as Public Officer and a letter to the ATO regarding the appointment of the Public Officer.

Public Officer's are not automatically appointed to the company once registered because they have been identified in the company registration process. Instead, the Public Officer is appointed electronically at the time of applying for an ABN, or, by posting the provided letter to the ATO once signed.