• What is a 'Public Officer'?
• What do I do if I want to add more directors in the future?
• Can a trust be a shareholder?
• Can a trustee be a shareholder?
• Can a corporate trustee be a shareholder?
• If I want to issue more shares in the future, how many should I create now?
• What does the 'directors' interests' refer to?
• Is the certificate of registration issued by Cleardocs sufficient to give a bank?
• Does Cleardocs automatically register the company for an ABN and a TFN?
• When should the company apply for an ABN?
• Will the company be entitled to an ABN?

What is a 'Public Officer'?

Under Australian taxation law, every company carrying on business or deriving property income in Australia must have a public officer (unless the company is specifically exempted).

The company must appoint a public officer within 3 months of the company:

1. Commencing to carry on business; or
2. First earning income in Australia.

The public officer must be at least 18 and must live in Australia.

The public officer is responsible for ensuring that the company pays the correct amount of tax.

If a company is in default, then the public officer is liable to pay any penalties. However, the public officer is not personally liable for payment of tax due by the company.

What do I do if I want to add more directors in the future?

The initial director or directors can appoint more directors in the future - as follows:

1. The new director must be at least 18 years old;
2. The new director must consent to their appointment before they are appointed;
3. The current directors must appoint the new director by recording the appointment and signing the record; and
4. The company must then notify ASIC of the appointment by lodging an ASIC Form 484 within 28 days after the appointment. You can download the form from the ASIC website and lodge it with ASIC - see www.asic.gov.au

Can a trust be a shareholder?

No (but see next 2 questions). A trust cannot own shares in a company because the law says a trust is not a separate legal person. For example, the 'John Smith Family Trust' cannot own shares or any other property.

Even so, the trustee of a trust, in his, her or its capacity as trustee, is capable of owning shares and other property - see next question.

Can a trustee be a shareholder?

Yes, a trustee can own shares in a company - as long as you include the trustee's name and their capacity. For example:

In this case, the trustee holds the shares in the company on trust for the beneficiaries of the trustee's own trust.

(The trust itself cannot own shares as it is not a legal entity.).

Can a corporate trustee be a shareholder?

Yes a corporate trustee can own shares in a company - as long as you include the trustee's name and their capacity. For example:

In this case, the trustee holds the shares in the company on trust for the beneficiaries of the trustee's own trust.

(The trust itself cannot own units as it is not a legal entity.)

If I want to issue more shares in the future, how many should I create now?

The number of shares the company should issue depends on your individual circumstances. However, if you intend to incorporate a simple company, with you and maybe 1 or 2 others as directors, then generally a company will issue a nominal amount of shares, say 100 shares at $1.00 each.

The company can issue more shares to others as time progresses.

What does the 'directors' interests' refer to?

Under the Corporations Act 2001, a director of a company who has an interest (perhaps a conflict of interest) in a matter that concerns the Company may give the other directors notice of the nature and extent of the interest.

The notice must state the nature and extent of the interest and be given at a director's meeting or to the other directors individually in writing.

Is the certificate of registration issued by Cleardocs sufficient to give a bank?

Yes.

Does Cleardocs automatically register the company for an ABN and a TFN?

No, Cleardocs does not arrange the ABN and TFN. You can do that yourself at www.ato.gov.au or www.abr.gov.au/ABR_BC/.

When should the company apply for an ABN?

ABNs are not compulsory. However, there are many good reasons to have one, for example, ABNs help:

1. You to deal with the ATO; and
2. You in dealing with other businesses when supplying goods or services to them, or when purchasing goods and services.

Also, you need an ABN to register for GST. Entities carrying on an enterprise in Australia with a GST turnover of $75,000 must register for GST.

More information can be found at www.abr.gov.au.

Will the company be entitled to an ABN?

Companies incorporated through Cleardocs are incorporated under the Corporations Act 2001 in Australia - these companies are entitled to an ABN.