Overview of some things to consider when registering an Australian company

1. identical to a name that is reserved or registered under the Corporations Act for another body; or
2. identical to a name that is included on the national business names register in respect of another individual or body who is not the person applying to have the name; or
3. unacceptable for registration under the regulations - for example, if it is restricted (like "ANZAC") or inappropriate.

Although a name may be available, a company or a person with a similar name may bring a claim of unfair competition or 'passing off' against your company. You should seek advice as to how to protect against this possibility.

Cleardocs offers a product to reserve a company name for $62 ($40 of which represents the ASIC fee).

You can also apply for an extension of name reservation using this product.

To reserve a company name, please click here.

To extend a company name reservation, please click here.

There is no restriction on the number of shares that may be issued. However, it may be a good idea to issue 12 shares when the company is registered. This usually makes it easier to transfer shares to new or existing shareholders without having to continually alter the company's share capital. You should seek advice regarding this before deciding on the number of shares in the initial share capital for your company.

You can read which rights attach to which class in the constitution Cleardocs provides by:

1. clicking on the "Resources" button in the blue bar at the top of the page;
2. clicking on "Sample documents"; and
3. clicking on "Company Registration". (At this point, if you are not already logged in, then you will need to log in. Or if you are not registered with Cleardocs, then you will need to register.)

When the .pdf of the document downloads, look in Schedule 2 for the definitions of share classes and rights.

• to act in good faith;
• to not improperly use their position;
• to not improperly use information that they have obtained by virtue of being an officer of the company;
• to act in the best interests of the company;
• to avoid conflicts between the interests of the company and the director's interests;
• to act honestly;
• to exercise care and diligence;
• to prevent the company trading while it is unable to pay its debts; and
• if the company is being wound-up, to report to the liquidator on the affairs of the company and to help the liquidator (by, for example, giving to a liquidator any records of the company that the director has).

• may be guilty of a criminal offence with a penalty of 2,000 penalty units or imprisonment  for up to 5 years, or both; and
• may contravene a civil penalty provision (and the Court may order the person to pay to the Commonwealth an amount of up to $200,000).

Secretary

However, if the company will have only one director, then having a secretary may make it easier for the company to sign documents in a way that is acceptable to the banks.

• one company secretary, then he or she must ordinarily reside in Australia; or
• more than one secretary, then at least one of them must ordinarily reside in Australia.

• notifies ASIC about changes to the identities, names and addresses of the company's directors and company secretaries;
• notifies ASIC about changes to the register of members;
• notifies ASIC about changes to any ultimate holding company; and
• responds, if necessary, to an extract of particulars or any return of particulars that it receives.

• to exercise care and diligence;
• to act in good faith;
• to not improperly use their position; and
• to not improperly use information that they have obtained by virtue of being an officer of the company.

• may be guilty of a criminal offence with a penalty of 2,000 penalty units or imprisonment for up to 5 years, or both; and
• may contravene a civil penalty provision (and the Court may order the person to pay to the Commonwealth an amount of up to $200,000).

• Signed consent to act as directors and secretaries forms - Cleardocs provides these personalised forms for each officeholder; and
• Signed ASIC form 201 - through Cleardocs you sign these "electronically" on the Cleardocs site.

1. Answer the questions on the Cleardocs interface;
2. Pay Cleardocs;
3. Through Cleardocs, lodge the ASIC form 201 electronically and pay the ASIC fee;
4. ASIC will return a Certificate of Incorporation with the company's ACN; and
5. Cleardocs will then send you the full copy of the register (which includes documents like the first minutes of meeting, share certificates and registers).

For an extra fee of $49.50, Cleardocs will arrange for the company's documents to be printed, bound, and courier delivered.

1. Change of a company's registered office or principal place of business address;
2. Change of name of officeholder or proprietary company members;
3. Change of ultimate holding company details;
4. Cease an officeholder;
5. Appoint an officeholder;
6. Change to special purpose company status;
7. Issue of shares;
8. Cancellation of shares;
9. Transfer of shares; or
10. Changes to amounts paid on shares.

However, if the form is:

• up to one month late, then a late fee of $65 applies, or
• more than a month late, then a late fee of $270 applies.

• If buy back is conditional on a resolution being passed, then a form 281 must be lodged at least 14 days before the resolution is passed.
• If buy back is not conditional on a resolution being passed and a Form 281 is required, then a form 281 must be lodged at least 14 days before agreement is entered into.