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Company Registration

Register a company through Cleardocs and quickly receive your ASIC ACN certificate, a comprehensive company constitution and all your company set up documents. We are registered ASIC agents so the registration process is online. Cleardocs can also arrange your company's ABN, TFN and GST registrations.

Starting a new business or needing a corporate trustee? The Cleardocs Company Registration provides you with a proprietary limited company. Once you complete the question interface, you will receive:

  • an ACN;
  • company legal documents including:
    • Certificate of Registration (or ACN);
    • company Constitution;
    • all other relevant company set up documents; and
  • a link to your pre-filled Cleardocs order for ABN, TFN and GST registrations (optional extra).
$650.60
  • Cleardocs fee incl GST $138.60
  • ASIC fee $512.00
Product Benefits
  • Includes copy function for address details - saving you typing
  • Allows export of BGL CAS file
  • Extensive online help and local phone support
  • Lodgement with ASIC 24/7 using our electronic lodgement portal
  • Full range of tailored company set up documents
  • Simple process for ABN, TFN & GST applications
  • Easy to use question interface
  • Continue to business name registration
Product Information

What documents are included in the Cleardocs package?

The Cleardocs Company Registrations package includes:

  • Certificate of Registration - which shows the ACN (Australian Company Number), the date of registration, and the registered company name;
  • Written confirmation of ABN registration (optional extra) received direct from the Australian Business Register;
  • the company's Constitution;
  • Consent to act as Director;
  • Consent to act as Secretary;
  • Application for shares;
  • Minutes of a meeting of directors;
  • Share Certificates;
  • Consent to act as Public Officer;
  • Notice of appointment of Public Officer; and
  • an Establishment Kit explaining what to do next.

What information do you need to register a company through Cleardocs?

Our checklist outlines all the information you require.

What type of company can I register?

You can use Cleardocs to lodge the ASIC Form 201 "Application for registration as an Australian company" electronically for:

  • a Pty Ltd company;
  • an SMSF trustee only Pty Ltd company; or
  • a not-for-profit Pty Ltd company.

If you want to set up your SMSF and register a SMSF trustee only company simultaneously, you can use the SMSF set up + register Corporate Trustee document package.

After you lodge the form through Cleardocs, you will receive the ACN by email immediately — and can download the Certificate of Registration, Constitution etc. from our site. The documents included are listed in the question "What documents are included in the Cleardocs document package?"

How long does ASIC take to register the company?

Normally 10 minutes.

We send you an email to confirm your ASIC status. Any problems? Call us on 1300 307 343 for assistance.

Choosing a company name

The ASIC system allows you to select any name that you would like for your company registration. Before registering the company through Cleardocs, please check the ASIC site to see if the name you want is taken.

What happens if the company registration is rejected?

If the name you want to register your company with is unavailable or ASIC has an issue with your application, then:

  • ASIC will reject the application;
  • we will send you an email explaining why the company registration has been rejected (you can also find details of the rejection under the heading "What's next?" on your "MyDocuments" page);
  • you need to change your company name and resubmit the application to ASIC.

The lodging again is easy and free. You can always call us on 1300 307 343 to check things are ok.

An overview of some things to consider when registering an Australian company

You can download a guide to some of the issues you need to consider when registering a 'proprietary limited' company. This guide summarises some of the key requirements and processes for registering and running a company, and flags some important obligations for officeholders. (Please note that this guide does not apply to a company that is ONLY going to be the trustee of a Self-Managed Superannuation Fund)

SMSF Trustee only Pty Ltd company - a "Special purpose" company

You can use Cleardocs to register a company that will only be the trustee of a Self-Managed Superannuation Fund (SMSF) (and to do nothing else).

A special purpose company means that it pays a lower annual review fee to ASIC set up fees are the same.

Our company registration question interface will guide you if you wish to set up one of these companies. The Cleardocs system:

  • provides a Constitution that is appropriate for a SMSF Trustee only company; and
  • tells ASIC that the company is an "SMSF Trustee only company" (so your company pays a lower annual review fee to ASIC).

If you want to set up your SMSF and register a SMSF trustee only company in one easy process you can use the SMSF set up + register Corporate Trustee document package.

Not-for-profit company (including as trustee of an Ancillary Fund) - a "Special Purpose" company

You can use Cleardocs to register a company that is set up to pursue certain charitable purposes (and to do nothing else). The "not-for-profit" proprietary limited company is a "special purpose" company which pays a lower annual review fee to ASIC.

Our company registration question interface will guide you if you wish to set up one of these companies. The Cleardocs system then:

  • provides a company Constitution appropriate for a not-for-profit company (and, if applicable, also a trustee of an Ancillary Fund); and
  • tells ASIC that the company is " special purpose" (so that your company pays a lower annual review fee to ASIC).

Our frequently asked legal questions provides more information about charitable purposes.

ASIC annual statements and review fees

Soon after the anniversary of a company's registration date, ASIC issues to the company an annual statement and an invoice for the company's annual review fee. The ASIC website provides more detail.

Cleardocs Company Minutes and Resolutions Package – keeping proper records

The governing rules of a company and corporations law require it to keep proper records of meetings and directors' decisions. Cleardocs offers a range of company minutes and resolutions for successful administration of the company.

Shelf companies

A shelf company is a company that has not traded or had any activity. Providers of company registration services would often register companies and have them 'sitting on the shelf', ready for sale. These structures were useful when the ASIC registration process took weeks. Cleardocs is an ASIC registered software provider and can provide instant registration. We do not provide shelf companies.

Seek legal advice

The Company Registration information here should be considered general in nature, and in no way interpreted as legal advice. You must always seek your own independent legal, accounting and financial advice about your particular situation. The summary on this page is for information purposes only.

Frequently Asked Legal Questions

Cleardocs is not a law firm. So as with all the legal material on this site, the answers to these "frequently asked legal questions" are provided by the law firm Maddocks. Cleardocs does not endorse those answers.

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

Yes, the Certificate of Registration that Cleardocs receives electronically from ASIC and provides to you electronically is the original certificate. The only way ASIC provides its standard Certificates is electronically. The standard certificate is enough to open a bank account and is what most companies use.

Bank rejection? Occasionally when a Cleardocs customer is trying to set up a bank account, the bank rejects the certificate that the customer received from Cleardocs electronically and then printed and provided to the bank. A bank that does this — or at least, the relevant branch that does this — is several years out of date with ASIC's systems etc.

If a bank rejects your certificate and asks for "the original certificate", then the thing to do is to get the person at the bank to check the above information with ASIC. They can do that by:

  • calling ASIC on 1300 300 630;
  • when listening to the options, they should press 1, then 1 again; and
  • when they speak to the person at ASIC, they should explain that you registered the company through Cleardocs and the Certificate was provided in electronic form.

ASIC will explain things to the bank.

You might like to call ASIC on the number etc. above to confirm all this for yourself.

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

Yes, Cleardocs can arrange ABN, TFN and GST registrations for certain new and already established proprietary limited companies.

When should my company apply for an ABN?

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

  • to deal with the ATO; and
  • 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 ato.gov.au..

Will my company be entitled to an ABN?

Companies incorporated through Cleardocs are incorporated under the Corporations Act 2001 in Australia - these companies are generally eligible to apply for an ABN.

To obtain an ABN, your company must:

  • be able to demonstrate that the business structure is in place;
  • be carrying on an enterprise in Australia;
  • in the course of carrying on an enterprise, make supplies connected with the indirect tax zone or have undertaken sufficient activities to commence an enterprise; or
  • be a Corporations Act company.

More information on ABNs, including who is entitled to apply, is set out on the ATO's website.

What is GST?

Goods and services tax (GST) is a tax of 10% on the sale (supply) of most goods and services consumed in Australia. In general, an organisation that is required by law to 'register' for GST purposes:

  • is required to pay GST to the Australian Taxation Office (ATO) if it sells something (ie, goods, services), and
  • can claim an 'input tax credit' from the ATO for the amount of GST included in the price of goods and services it purchases.

Your organisation may be required by tax laws to pay GST on any goods and services it supplies. Cleardocs recommends that your organisation seek advice on its specific GST obligations.

What is an ultimate holding company?

A company is an ultimate holding company of a wholly-owned group if it has a subsidiary and the company is not a subsidiary of another company. This means, the ultimate holding company owns or controls more than 50% of the shares in the subsidiary and can be referred to as the "controlling entity".

The key element is control. One company controls a second company if it has the capacity to determine the outcome of the decisions of the second company's financial and operating policies.

The ultimate holding company may have a number of subsidiaries.

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.

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 in writing to their appointment before they are appointed;
  3. The new director must provide the company with their personal details – their full name, any former names, date and place of birth, and usual residential address;
  4. The current directors must appoint the new director by recording the appointment and signing the record – you can create the relevant minute or resolution through Cleardocs;
  5. 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; and
  6. The shareholders must confirm the appointment of the director within the time period required by the Constitution or the replaceable rules (whichever governs the company). For companies with a Cleardocs Constitution, this time period is 6 months. Read more about this here.

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:

'John Smith in his capacity as the trustee of the John Smith Family Trust'.

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:

'ABC Pty Ltd in its capacity as the trustee of the ABC Family Trust'

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.

Can I issue preference shares under the Cleardocs Constitution? What should I bear in mind?

Yes, it is possible to issue preference shares under the Cleardocs Constitution — but you need to be careful and to seek professional advice.

The Cleardocs Constitution provides for a range of share classes which confer different rights and restrictions in different combinations. Those share classes include a form of redeemable preference share.

If you are considering registering a company with any form of restricted or preference shares, then you, the company, and the company's directors and shareholders, need to carefully consider the implications. For instance, the shares may be treated as debt provided to the company rather than capital, as is explained below.

The rights and restrictions attaching to shares will be important to, and are likely to be reviewed by, stakeholders such as:

  • Government regulators — who assess the company's debt and equity ratios, net asset position, cash needs and surplus liquid funds requirements and so on.
  • Banks and other financiers — who assess the company's financial position, and the implications of restricted or preference shares: on their security position; on the company's capacity to meet financial covenants; and on its capacity to meet repayment obligations.
  • Investors — who assess the impact of restricted or preferential shares (either already on issue on which will be issued to them) on:
    • their assessment of the risk associated with the investment;
    • dividend flow;
    • capital return; and
    • voting power.

What is a 'Public Officer'?

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

The company decides who acts as public officer in accordance with its Constitution. The Cleardocs Constitution provides that the secretary is the public officer, unless the directors decide otherwise.  

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

  • commencing to carry on business; or
  • first earning income in Australia.

If a company fails to appoint a public officer within the 3 month period, it is guilty of an offence for each day it does not have a public officer.

The public officer must be at least 18 and must live in Australia. They must also be capable of understanding the nature of their appointment.

The public officer deals with the ATO in relation to the company's tax affairs and 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.

Can I use the Cleardocs Company Registration Package if I do not intend to appoint a public officer?

No, you cannot use the Company Registration Package if you do not intend to appoint a public officer. When purchasing the package, you are required to indicate who will be the company's public officer. You cannot complete an order without nominating a public officer (who can be either an existing officer of the company or a third person).

Although there are circumstances in which a proprietary limited company does not need to appoint a public officer (for example, if the company obtains an exemption from the ATO), Maddocks advises that it is sensible to nominate a public officer at the time of registration to minimise non-compliance risk.

You should remember that:

  • it is a strict liability offence for a company to fail to appoint a public officer when required to do so (regardless of whether this is an inadvertent or deliberate failure);
  • a company is guilty of an offence each day on which it contravenes the requirement to appoint a public officer (that is, each day is a separate offence); and
  • the decision not to appoint a public officer does not excuse the company from non-compliance with taxation law, or from any penalty for refusal or failure to comply with taxation law.

The name of the public officer is not specified in the Cleardocs Constitution and Cleardocs does not notify ASIC of this appointment as part of the company registration process. The Cleardocs document package includes a 'Consent to Act as Public Officer' form and template notice to the ATO of the appointment. The Cleardocs customer is directed to arrange for:

  • the public officer to confirm their consent to act in writing;
  • the company to sign the notice of appointment; and
  • the company to provide the notice of appointment to the ATO.

Under the Cleardocs Constitution:

  • unless the company's directors decide otherwise, the company secretary is also the company's public officer; and.
  • the directors are required to appoint a public officer in accordance with Australian tax law.

What is a 'special purpose' company?

A special purpose company is a company which, like its name suggests, is set-up for a particular purpose. A special purpose company might be set-up solely to be the trustee of an SMSF. Or it might be set-up solely to pursue certain charitable purposes.

This product is a not-for-profit special purpose company. The requirements for a not-for-profit special purpose proprietary limited company are set out in section 3(d) of the Corporations (Review Fees) Regulations 2003 (regulations made under the Corporations Act 2001). These regulations provide that the constitution of a special purpose company:

  • requires the company to pursue charitable purposes only and to apply its income in promoting those purposes;
  • prohibits the company making distributions to its members and paying fees to its directors; and
  • requires its directors to approve all other payments the company makes to them.

ASIC has confirmed that the key requirement for creating a not-for-profit proprietary limited company is that the constitution of that company states that it has been created for a specific purpose: pursuing charitable purposes.

On a winding-up of a not-for-profit proprietary limited company, any assets which are left over after the company has paid its debts must be distributed to another entity with similar objectives to the not-for-profit company. The assets must not be distributed to the shareholders.

Registering a Not-for-Profit Pty Ltd Company?

There are specific rules that apply to not-for-profit Pty Ltd companies that do not apply to other Pty Ltd companies. You can read the Frequently Asked Questions for Not-for-Profit Pty Ltd companies for more information.


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