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The majority of registered companies are proprietary companies. There are a few decisions to make before you register this type of company. On this page we outline the things you need to consider ahead of time so you'll be prepared when you start your application.

  • Limited or unlimited company?
  • Replaceable rules or constitution?
  • Choose a company name
  • Decide on the state/territory of registration
  • Choose registered and business addresses
  • Is there an ultimate holding company?
  • Choose company officeholders
  • Decide on the share structure
  • Choose the shareholders

Proprietary companies may be 'limited by shares' or 'unlimited with a share capital'. Limited by shares is by far the most common type of proprietary company.

Limited by shares means the personal liability of each shareholder is limited to the amount they have agreed to pay for the shares.

Unlimited with a share capital means there is no limit on the personal liability of the shareholders. That is, shareholders could be liable for the debts of the company even if they have paid for their shares in full.

The standard company ordered through ABNAustralia.com.au is a proprietary company limited by shares.

Every company must have rules that govern how it operates. The Corporations Act 2001 provides a basic set of rules for the internal management of a company. These are known as replaceable rules.

If you would like to make up your own rules or vary any of the replaceable rules, you will need to adopt a constitution. Superannuation companies must have a constitution.

ABNAustralia.com.au provides as standard a company constitution with every company registration ordered online. This approach is industry standard, and our constitution has been specially drafted to provide suitable flexibility with regards to share structures and corporate governance.

A company can choose its own name or be known by its Australian Company Number (ACN). There are rules governing the name a company can use. The public must be able to tell if the company is a public or proprietary company, and whether or not the shareholders have limited or unlimited liability.

Proprietary limited companies must have the words 'proprietary' and 'limited' or abbreviations of these words at the end of their name. For example:

  • Proprietary Limited
  • Proprietary Ltd
  • Proprietary Ltd.
  • Pty Limited
  • Pty Limited.
  • Pty Ltd
  • Ltd.

Proprietary unlimited companies can only have the word 'proprietary' at the end of the name.

You can decide on your name and then use the company name availability checker on our website or on the ASIC website to check if the name is available to register. Please not that these tools do not provide a guarantee that your proposed name is available as there may be other factors taken into consideration when ASIC reviews your company registration request.

Even though your company will be registered Australia-wide, you must nominate a state/territory of registration when you submit your application.

Companies are required to have a registered office address and a principal place of business address.

Registered office address

This is where all communications and notices to the company will be sent. This address must be within Australia and can't be a post office box address. If you do not occupy the registered office, obtain written consent from the occupier to use it and keep the record of consent with your company records.

Principal place of business address

This is where your company mainly conducts its business. This can't be a post office address.

ABNAustralia.com.au is able to offer registered and business address services for clients who do not currently have a suitable address available.

If all or the majority of shares in your company are held by another company, you may have an ultimate holding company.

Most proprietary companies will not have an ultimate holding company. Seek legal advice if you're not sure.

If your company has an ultimate holding company, provide the company's name, ACN/ARBN/ABN and its country of incorporation (if not Australia).

Directors and secretaries are known as the officeholders of a company. For each officeholder, you will need to provide their:

  • given and family names
  • date of birth
  • place of birth, and
  • residential address.

You need to obtain written consent from each person you are appointing as a company officeholder and keep this with your company records. We include these consent templates as part of our company registration package.

Directors

A proprietary company must have at least one director, however, you can appoint more than one if you want to.

Secretaries

Proprietary companies do not need to have a secretary but you can appoint one or more if you want to.

The share structure includes the number and class of shares the company has issued and the amounts paid and unpaid on these shares.

A company must issue at least one share to one shareholder.

Share class

The share class distinguishes between the different rights that may be assigned to different shares. For example, some share classes give you the right to vote in company decisions or the right to receive a dividend. Most proprietary companies use 'Ordinary Shares'. There are no special rights attached to 'Ordinary Shares'. Our company constitution requires at least one shareholder to be allocated at least one ordinary share.

Total number of shares

This is the total number of shares, in each class, issued by the company. The number of shares the company issues represents the company's capital. The number and price of the shares will be determined by the amount of capital needed by the company. If you are unsure about the amount of capital your company needs, seek legal advice.

Total amount paid and unpaid

A shareholder (also known as a 'member') may pay the full amount when they purchase the shares, or they may only pay a portion. The amounts paid and unpaid must be included in the share structure.

Decide on your share class or classes, the number of shares and the dollar amount to be paid.

Shareholders own the shares in the company and may be people or companies. Shareholders are also known as 'members'. Shareholders are legally obliged to pay the company the agreed amount of each share.

You need to obtain written consent from each shareholder about the number of shares they agree to take up and the amount to be paid to the company. This must be kept with your company records. ABNAustralia.com.au includes member consent templates as standard with our company registration package.

You are also required to create a register of shareholders. This register must record:

  • the name and address of each shareholder
  • the date the shareholder's name was added to the register, and
  • the specific details of the shares held by each shareholder.

ABNAustralia.com.au includes a register of shareholders as standard with our company registration package.

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