Post registration instruction sheet

Disclaimer: Information in this instruction sheet is not intended to replace any legal advice. The instructions are by no means exhaustive and may not fully apply to, or meet your personal circumstances. We are not in a position to advise you, so if in doubt you should consult with your accountant/advisor to review your company, and make sure you take all the actions necessary to finish setting up your company.

1.1 Signing of forms

The documentation bundle provided with your company registration contains forms that need to be signed by the shareholder(s) and office holder(s) of the company.

• Consent to act as Director
• Consent to act as Secretary (If applicable)
• Applications for shares.
• Consent to use address as registered office (If applicable).

The above forms do not need to be returned or lodged with anyone, they are to be filed along with the rest of the company register. In addition to these forms, all directors and shareholders must read the minutes of the meeting of directors. These minutes must be signed by the nominated chairperson.

1.2 Collect purchase price of shares

The director(s) must collect the total amounts agreed to be paid per share from each share holder. The director(s) can then use this money when opening a bank account. The director(s) must issue receipts for the monies collected and make appropriate entries in the company accounts.

1.3 Issue share certificates

The director(s) must issue share certificates to the share holders, a copy of the issued certificates are to be kept in the company register.

1.4 Company Constitution

All share holders agree to be bound to the terms of the constitution when applying for shares, so explicitly executing a copy of the constitution is not needed. A copy of the constitution is to be kept with the company register and additional copies may optionally be provided to the share holders.

2.1 What is a corporate key?

Your corporate key is an 8 digit number that is uniquely associated with your company. It acts in a similar manner to a PIN number on a keycard and is used to authorise communications with ASIC for your company. It is posted by ASIC to your registered office within two business days of the registration of your company.

2.2 Using your corporate key

If you wish to make changes to your company you can do so online if you have your corporate key. You will need to register for online access with ASIC as a company office holder. The online portal also allows you to retrieve a current extract for your company. You should also see this faq on making changes to your registered company. If you discover you have made a mistake please read this guide to correcting it.

Making changes to your company will often require secretarial duties to be performed, these will usually be keeping appropriate minutes and updating registers. If directors are appointed or resign you also need to obtain the appropriate consent/resignation. If in doubt consult with your advisor.

When you wish to start carrying on a business with your new company, you are required to register with the ATO (Australian Taxation Office). If you did not register your ABN and TFN with your company registration, you can log in to the eCompanies Client Area, click on the ‘Companies’ tab and then on the ‘Register ABN’ link next to your company. Alternatively, if you would like to do it directly with the ATO, you can visit www.abr.gov.au. If necessary you can also register for GST and PAYG at the same time using either option. Note GST registration is compulsory if your GST turnover is greater than $75,000, PAYG is required if you are intending to employ someone.

If there are no issues with your online application you will receive your ABN immediately and the ATO will post your TFN, along with the GST and PAYG confirmation if applicable, to your registered office address. If there are issues it may take up to 28 days.

Your company requires its own ABN, you cannot reuse or reassign an existing ABN you may have from a sole trader or partnership.

The bank will sometimes require that all directors physically present themselves with valid ID. To open a bank account take a copy of:

• Your certificate of registration
• Your company constitution
• The lodged form

to your local branch. The bank account must be opened in the company’s name.

In the unlikely event that the bank manager asks for an ‘Original’ copy of the certificate please see this faq.

If your company has employees you are required to:

• Be registered for PAYG as part of your registration with the ATO
• Have appropriate Workers Compensation Insurance
• Pay the Superannuation guarantee

It may also be appropriate for your company to have professional indemnity and public liability insurance. You should discuss these with your advisor.

If you registered a company with a name that is identical to an existing registered business name, then you need to transfer ownership of that business name to the new company. You can do this at the ASIC website.

Registered business names allow your company to trade as a name other than your chosen company name, for example we are CNCNA PTY. LTD. trading as ecompanies.com.au. You can register business names for your company through eCompanies by logging into the client area and clicking on the Business Names tab. You can also register directly with ASIC.

The directors have responsibility for all decisions made in relation to the company, they have a responsibility to exercise due care, skill, and diligence in all its duties. We recommend you read ASIC’s company office holder duties page for an overview of your obligations. Note significant penalties may be imposed on directors who do not comply with the various laws.

• Shareholders Ageeement: This is an important supplement to a constitution to help settle potential disputes between the owners of a company. It is advisable if you have two or more shareholders to consider having one drawn up.
• Trademark Registration: Registered trademarks are a vital asset in protecting your brand and intellectual property. Without one you may not be able to stop competitors from abusing your name and branding.
• Insurance: All companies that have employees are required to have Workers Compensation Insurance. You may also have to consider business insurance and professional indemnity insurance depending on your circumstances.

For further information on running different types of businesses, including licensing requirements, we recommend visiting www.business.gov.au.