Business Entities – Companies

Companies have a separate legal status from, and can provide limited liability for their shareholders. The Corporations Act 2001 provides an Australia-wide legislative scheme regulating the formation and continuing obligations of companies (including foreign companies) in Australia. We can help you either form a company or register a foreign company anywhere in Australia.

Companies incorporated in Australia

The most common type of company is a company limited by shares, which can be either a public company or a ‘proprietary’ company (called a private company in many other countries).

Most companies are proprietary companies, which must have a minimum of 2 shareholders. A public company is any company other than a proprietary company. It must have a minimum of 5 shareholders. The minimum shareholder requirements for proprietary and public companies do not apply to a company with only one shareholder which is a company incorporated in Australia. All the shares except one (for proprietary companies) or 4 (for public companies) may be held by another person as nominee for the holding company.

Foreign companies incorporated outside Australia

A foreign company established outside Australia can carry on business in Australia if it registers as a foreign company under the Corporations Act. The requirements for registration include:

Before forming a business entity the tax and no tax aspects of each of those structures should be compared. Whilst each alternative has tax and legal implications your long term business objectives must, if possible, be identified at the outset as they will be a significant influence on the business entity/structure selected.

Structures consisting of any combination of business entities can be used. Our services include the provision of advice on the strengths and weaknesses of each type of business entity and how (in more sophisticated circumstances) a structure consisting of more than one business entity may better suit your objective.

Our services also extend to writing and reviewing documentation that is often necessary to protect a participant’s interest in any business entity or structure used to conduct the business including:

• Lodgement of a certified copy of its certificate of incorporation, a copy of its objects and by-laws, a list of current directors (including names, addresses and occupations) and a form detailing the capitalisation of the foreign company and details of any charges over any of the foreign company’s property in Australia.
• Appointment of a local agent (either a natural person or a company).
• Maintenance of a registered office in Australia.