Jurisdictions Centre

Australia Offshore Company Information

Key Corporate Features

	General
	Type of entity		Proprietary Limited		Public Limited
	Type of law		Common		Common
	Shelf company availability		Yes		No
	Our time to establish a new company		1 Day		1 Day
	Minimum government fees (excluding taxation)		AUD 400 1st year AUD 212 p.a. thereafter		AUD 400 1st year AUD 1000 p.a. thereafter
	Corporate taxation		30%		30%
	Double taxation treaty access		Yes		Yes
	Share capital or equivalent
	Standard currency		AUD		AUD
	Permitted currencies		AUD		AUD
	Minimum paid up		Fraction of 1c		Fraction of 1c
	Usual authorised		Concept of Authorised Capital Does not Apply
	Directors or Managers
	Minimum number		1		3
	Local required		1		2
	Publicly accessible records		Yes		Yes
	Location of meetings		Anywhere		Anywhere
	Members
	Minimum number		1		1
	Publicly accessible records		Yes		Yes
	Location of meetings		Anywhere		Anywhere
	Company Secretary
	Required		No		Yes
	Local Required		Yes, if appointed		Yes
	Accounts
	Requirement to prepare		Yes		Yes
	Audit requirements		No, but large or overseas owned companies do require an audit		Yes
	Requirement to file accounts		Yes, if audit Required		Yes
	Publicly accessible accounts		No, but yes if filed		Yes
	Other
	Requirement to file annual return		No, Annual Review		No, Annual Review
	Change in domicile permitted		No		No

Australia is an island continent, located in the Southern Hemisphere. It has an area of nearly 7.7 million square kilometres making it the world’s sixth largest nation after Russia, Canada, China, the USA and Brazil. It has, however, a relatively small population. The Australian federation consists of six States and two Territories. Canberra is Australia’s national capital. The Parliament of Australia is located in Canberra, as is most of the Australian Government public service.

Australia has a federal system of government under which the States retain considerable power and authority. There is also an independent system of local government, which operates at municipal level. Australia is a democracy and has a written Constitution. Federal Parliament is comprised of two houses, the House of Representatives (the lower house) and the Senate (the upper house). The House of Representatives is responsible for introducing legislation, the Senate being more of a house of review.

• Limited by Shares
• Unlimited with Share Capital

» Public Companies

• Limited by Shares
• Limited by Guarantee
• Unlimited with Share Capital
• No Liability Company

» Procedure to Incorporate

An Application to Register is lodged with the Australian Securities & Investments Commission (“ASIC”).

• A proprietary and a public company limited by shares may rely upon what is known as “Replaceable Rules” rather than adopt a Constitution (formerly: Memorandum & Articles of Association).
• A proprietary company limited by shares, if it is to have a Constitution, does not need to lodge its Constitution with its Application.
• A public company relying on the “Replaceable Rules” does not have to have a Constitution but, if it has a Constitution, a copy must be lodged with the Application.
• In all other cases a copy of the company’s Constitution must be lodged with the Application.

An Australian company possesses under the Companies Act, the same powers as those of a natural person.

» Language of Legislation and Corporate Documents

English.

» Registered Office Required

Yes, it must be maintained in a State or Territory of Australia and be open to the public for specified minimum hours on business days.

» Principal Place of Business

Yes, it may be the same address as a company’s registered office but it must be the physical address from which the company’s principal business is carried out.

» Shelf Companies Available

Proprietary Company	:	Yes
Public Company	:	No

» Time to Incorporate

One day.

» Name Restrictions

• An Australian company cannot be registered with a name identical to an existing company name or a registered business name (sole trader or partnership) unless the company is being incorporated for the owners of the registered business name and it will acquire such registered business name upon incorporation.
  
  
• Other restrictions apply to names that would be considered to be offensive or undesirable, suggest a connection with the Crown, State and Federal governments and their departments, the government of a foreign country, aboriginal councils, the police, the words “Bank”, “Trust” or “Trustee”. T he ASIC maintain a data base of restricted names and their foreign language equivalents, offending names will be computer rejected.

» Language of Name

English. Names can be in a foreign language but restrictions as described in the previous section apply.

» Names Requiring Consent or a License

Yes, for specific activities, which include banking, providing public trustee services, insurance, financial services and personnel consultancies. There is an extensive list of words that can only be used with the consent of the appropriate Minister of APRA (Australian Prudential Regulation Authority).

» Suffixes to Denote Limited Liability

Proprietary Companies

• Limited by Shares (Pty. Ltd. or Proprietary Limited or a combination of both)
• Unlimited with Share Capital (Pty. or Proprietary i.e. no Ltd or Limited)

Public Companies

• Limited by Shares (Ltd or Limited)
• Unlimited with Share Capital (No suffix required)
• Limited by Guarantee (Ltd or Limited. Application can be made to dispense
  (Associations, clubs, with either under certain circumstances) charities etc)
• No Liability Company (N.L. or No Liability) - (Mining companies only)

» Proprietary & Public Companies

A proprietary company is one which is limited by shares and the number of members is limited to 50 non-employee members (counting joint holders of shares as one person) and not counting a person who:

• Is employed by the company or any of its subsidiaries and is a member of the company, or
• Was an employee of the company or any of its subsidiaries when he or she became a member of the Company.

The Constitution of a proprietary company usually restricts the transferability of its shares by bestowing absolute discretion upon the Directors and a proprietary company cannot offer its shares for sale or subscription to members of the general public.

All other companies not covered by the above definition are deemed to be public companies.

» Disclosure of Beneficial Ownership to Authorities

Companies must disclose on incorporation and whenever situations change:

• The ultimate holding company (if any) of an Australian Company, and
• Whether or not (Y/N) shares held by a registered member are beneficially held.

» Classes of Shares Permitted

Shares may be issued carrying varying attributes and obligations relating to voting rights, rights to dividends and profits on winding up and as to priority of payment of dividends and whether or not they are cumulative. Shares may also be issued as partly paid with set instalments or with future instalments to be determined by the directors.

» Taxation

Tax is levied at the rate of 30% of net assessable income less allowable deductions on a World-wide basis. Tax losses may be carried forward indefinitely.

Australia has entered into double tax treaties with over 50 countries.

» Financial Statement Required

Yes, Companies must prepare up to date financial records that:

• correctly record and explain the company’s transactions (including any transactions as a trustee)
• explain the company's financial position and performance.

All companies must have financial records so that:

• true and fair financial statements of the company can be prepared if needed
• financial statements can be conveniently and properly audited if necessary, and
• the company can obey the tax laws.

If the company is a 'small proprietary company' (as defined in the Corporations Act 2001) it will generally not have to prepare formal financial reports under the Corporations Act each year and lodge them with ASIC. However, the company must still keep financial records, and may need financial reports for tax purposes.

Large proprietary companies and public companies - even non-profit public companies - must prepare financial reports, have them audited and lodge them with ASIC.

» Directors

A proprietary company have at least one Director (who must be a resident of Australia) and a public company must have at least three Directors (at least two of whom must be residents of Australia). Directors must be natural persons.

» Company Secretary

A proprietary company may or may not have a company secretary and it can have more than one. If a company secretary is appointed he or she must be a resident of Australia. If more than one is appointed at least one must be a resident of Australia. A public company must have a company secretary who is a resident of Australia.

»  Annual Review

An annual return is not required to be lodged on the anniversary of the date of incorporation. The ASIC sends to the company, annual review documentation, which shows what details the ASIC has recorded as to the structure of the company. The company is required to review these details and inform the ASIC of any changes or discrepancies.

At the same time:

• The Directors are required to pass a Declaration of Solvency.
• The company is required to pay the annual review fee of AUD 212.00 to the ASIC within two months. Late payment penalties apply and deregistration could be the eventual outcome

For further information please visit www.shelfcom.com

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Disclaimer

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. OCRA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission.

 

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