Incorporation of Companies

The Australian Securities and Investments Commission (“ASIC”) has the function of registering and regulating companies in Australia. 

Prior to incorporating a company, it is important for clients to understand the benefits and liabilities of carrying on a business through a company structure, such as the directors’ liabilities under the Corporations Act 2001 (Cth) (“Act”).  For example, the Act contains numerous duties imposed on directors of companies to the company, its shareholders and at times its creditors.  Company directors may also become personally liable for certain taxation liabilities and liabilities incurred as a result of voidable transactions such as insolvent trading and preference payments.

The process of incorporation of a new company requires a number of steps to be undertaken, which may include (but not limited to):

  • lodgement of an ASIC “Form 201 - Application for registration as an Australian company”, which includes detailed information about the new company such as its registered office, principal place of business, directors, shareholders etc.;
  • lodgement of the proposed company’s Constitution with ASIC (if applicable);
  • preparation and signing of the directors’ and secretary’s consents to act;
  • preparation and signing of shares issues in the company and notification of ASIC; and
  • registration of a new business name for the company (if applicable).

Alternatively, Rowe Bristol Lawyers may refer the incorporation process to third party specialist providers who maintain “shelf companies” for the purpose of repurposing those shelf companies for a fee.

Rowe Bristol Lawyers is experienced in advising clients with respect to the incorporation of new companies, including:

  • considering whether a company structure is suitable for circumstances of the client and advising on alternative options;
  • considering and advising on shareholder structures;
  • advising on and registration of a new business name;
  • advising clients as to their rights and responsibilities, including as directors such as circumstances in which a director could be held to be personally liable for company liabilities;
  • assisting the client in drafting the necessary forms and documents, including documentation required to be lodged with ASIC; and
  • lodgment of documentation with ASIC and liaising with ASIC in relation to any queries.

If you require legal advice in relation to incorporation of a new company, please do not hesitate to contact us to arrange a meeting so that we may consider your specific circumstances.

The above information is provided as general information only and should not be relied upon as legal advice.  The accuracy of this information may have changed from the date when it was published.