Public Company Limited by Guarantee

Register a public company limited by guarantee through Cleardocs and receive all the company set up documents
$ 662.00

($ 275.00 Cleardocs fee inc. GST and $ 387.00 ASIC fee)

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Register a public company limited by guarantee through Cleardocs. Uses of this type of company include as a charity or a not for profit organization that is not a charity. We provide you with documents, information and support to register it with ASIC online.

Time taken to complete 20 minutes.

Cost $ 662.00 (inc GST) — Cleardocs fee $ 275.00 and the ASIC fee $ 387.00.

Printing Optional printing, binding and delivery for $ 49.50

Legal Sign-offThe master documents are written in plain language and are signed-off by our lawyers at Maddocks.

What documents are included in the Public Company limited by Guarantee package?

The document package includes:

  • Certificate of Registration from ASIC — which shows the ACN (Australian Company Number), the date of registration, and the registered company name;
  • Constitution — for a "Public Company Limited by Guarantee";
  • Consent to act as Director;
  • Consent to act as Secretary;
  • Minutes of a meeting of directors;
  • Minutes of a meeting of members;
  • Consent to act as Public Officer;
  • Consent by Occupier (for use of registered office);
  • Member Applications;
  • Register of Members; and
  • an Establishment Kit explaining what to do next.

What information do you need to register a Public Company Limited by Guarantee through Cleardocs?

Our checklist outlines all the information you require.

What is a "Public Company Limited by Guarantee"?

A "Public Company Limited by Guarantee" is a type of public unlisted company.

A "Public Company Limited by Guarantee" cannot pay dividends, and for this reason the structure is often used by not-for-profit organisations.

The company does not have a share capital. The members of the company have limited liability. The limit of a member's liability is called a 'guarantee' — a nominal amount the member agrees to pay in the event that the company is wound up. As a public company, a "Public Company Limited by Guarantee" must comply with the Corporations Act 2001 (Cth).

What are the purposes of a "Public Company Limited by Guarantee"?

The main purposes of a "Public Company Limited by Guarantee" are generally to be either:

  • a charity registered with the Australian Charities and Not-for-profits Commission that is exempt from paying income tax. For a summary of the requirements to be a charity, click here.
  • a "not-for-profit" organisation that is not a charity but which can self-assess as exempt from paying income tax. Examples of relevant organisations include: a community service organisation, a sporting organisation, an educational institution, a religious organisation — for the full list, click here.

Are other structures suitable for not-for-profit purposes?

Yes, there are various other types of structures that are suitable for different types of not-for-profit purposes. For example, as well as the "Public Company Limited by Guarantee" described on this page, the other structures include:

  • a "Not-for-profit Pty Ltd company". Cleardocs provides this type of company already, you can read about it here. They are often used as the trustee of a Public or a Private Ancillary Fund (commonly known as a "PuAF" or a "PAF"). Ancillary Funds provide a tax advantageous structure for people who wish to donate money to entities which are recognised as "deductible gift recipients". You can read more about Ancillary Funds (Public and Private), here; and
  • incorporated associations, which are available in most states and territories (but not through Cleardocs).

How to register a Public Company Limited by Guarantee through Cleardocs

The process and pricing for registering a Public Company Limited by Guarantee through Cleardocs varies depending on whether the company is to be a charity. However, some of the information is the same for both kinds of company. The information is in the table below.

Registering a "not-for-profit Public Company Limited by Guarantee"

Non-charity

Charity

Preparing the company's Constitution and submitting it to ASIC

Because the company will be a public company, the law requires ASIC to review the company's Constitution.

For a non-charity company, Cleardocs prepares the Constitution and automatically sends an electronic copy to ASIC for review. All this is handled electronically as part of your application to register the company.

Due to the legal issues relating to a charity seeking to be income tax exempt, you need to arrange for:

  • a lawyer to tailor the company's Constitution to meet the legal requirements about its objectives;
  • an application for an Australian Business Number (ABN) for the company (a lawyer or accountant can assist if required); and
  • a lawyer to prepare the application to ACNC for registration as a charity and for endorsement by the ATO for charity tax concessions. The ACNC will transfer the application to the ATO if it approves the company's registration as a charity.

Using Cleardocs to electronically lodge the application to register the company with ASIC

You click a button on the Cleardocs website to lodge the application with ASIC.

If you arrange for the work referred to in the row above this one to be performed by our legal advisers at Maddocks, then Maddocks will use Cleardocs to apply to ASIC to register the company.

However, if you arrange for that work to be performed by another law firm, then that firm will need to lodge your application to register the company with ASIC.

Legal fees for applying for "Deductible Gift Recipient" status

Although this process is separate from the application to register the company and cannot be done through Cleardocs, you need to consider both:

If the company wishes to apply for DGR status, it must submit an application to the ATO using the ATO's prescribed form, after first having obtained an ABN.

Cleardocs fee to register the company

$275.00 (inc. GST)

Optional printing, binding and courier delivery anywhere in Australia fee

$49.50 (inc. GST)
This is not available if the company is to be a charity and you arrange for your own law firm to perform work.

ASIC fee

$387.00 (GST is not payable)

Legal fees for:

  • finalising Constitution;
  • applying for an ABN for the company; and
  • if instructed to do so, preparing application to the ACNC for registration as a charity (who will make the application to the ATO for the company to be endorsed as income tax exempt)

Nil because the work is not required.

If you would like to use our legal advisers at Maddocks, then please select this on the question interface and Maddocks will contact you to provide a quote for their work.

Or you can arrange for any other law firm to perform the work. You need to get a quote from this firm.

Total fee

Email document delivery = $662.00

Both email and hardcopy delivery = $711.50

Email document delivery = $662.00, plus the legal fees referred to above.

Both email and hardcopy delivery = $711.50, plus the legal fees referred to above.

How to register a Public Company Limited by Guarantee which is a charity using Cleardocs and Maddocks

If you wish to register a public company limited by guarantee which is a charity, you may use our lawyers at Maddocks to provide services relating to a charity seeking to access tax concessions (such as income tax exemption and deductible gift recipient status). The table below provides information on this process.

Step 1

Start your Public Company Limited by Guarantee order.

You will be asked whether you wish to use Maddocks to perform legal work for you to amend the company's Constitution (in particular, the clause that sets the company's charitable purposes) and to register the company with ASIC. Their professional fees for this work are usually $800.00 to $1,200.00, plus GST.

Our lawyers at Maddocks can also:

  • apply for an ABN for the company;
  • prepare the applications to the ACNC for registration as a charity and the ATO for endorsement as an income tax-exempt entity; and
  • do any other work involved in the application process, including liaising with the ACNC and ATO.

Select to use Maddocks to assist with the application. Complete the question interface. Click to save & continue.

Step 2

When you have completed your order, Cleardocs transfers the order to Maddocks, immediately notifies Maddocks there is an order for viewing and of your contact details.

Your company will not yet be registered with ASIC at this point.

If you use Maddocks to perform the legal work, your company will be registered after step 4.

If you do not use Maddocks to perform the legal work, when your company will be registered will depend on how you wish to proceed. Please see 'If you do not accept Maddocks' quote' below for more information.

Step 3

Maddocks considers the company purposes you have entered and whether these are charitable.

If required, Maddocks may contact you to discuss the purposes prior to proceeding to step 4.

Step 4

By the end of the next business day, Maddocks views the draft documents relating to the order and contacts you to explain the process and provide a quote for their work.

You may then accept or not accept this quote.

If you accept Maddocks' quote

What will happen?

How long will it take?

Maddocks will:

  • alter and finalise the company documents;
  • update the question interface;
  • send your application for registration of the company to ASIC using the Cleardocs lodgement portal; and
  • submit the Constitution to ASIC.

The extent of time will depend on how much work is required by Maddocks to settle the purposes of the organisation.

Depending on the extent of changes and discussions required, this could take 1-2 weeks.

For organisations whose purposes are clearly set out and charitable, this will likely be a shorter timeframe.

ASIC registers the company and issues a Certificate of Registration.

ASIC generally registers an entity within 24 hours of lodgement of the application for registration.

If you wish to use Maddocks to apply for an ABN, Maddocks applies for the ABN on behalf of the company.

ABNs are generally issued instantly on application. However, if the ABN is not issued instantly (which most commonly occurs when there are foreign directors and/or shareholders), the Australian Business Register must manually process the application and has a 20 business day processing time.

If you wish to use Maddocks to prepare the ACNC application, Maddocks prepares the application to the ACNC for registration as a charity (the ACNC will transfer the application to the ATO for the company to be endorsed as income tax exempt).

The ACNC generally processes applications within 28 days if no further information is required.

If the ACNC requires further information, this will likely delay the processing of the application.

Maddocks advises that the ACNC is most likely to request further information around the organisation's activities, and how these match up with the organisation's purposes.

If you do not accept Maddocks' quote

What will happen?

Maddocks will advise Cleardocs that you have not accepted the quote for their fees.

Cleardocs will then transfer the order back to your Cleardocs account and notify you by email.

You can then re-enter the question interface and make changes as required.

You may seek your own advice and choose to:

  • register a public company limited by guarantee which is not a charity (in this case, the company will be registered when you complete the order); or
  • use your own lawyers to finalise the company documents and make the necessary applications (in this case, you will receive the draft documents but the company will not be registered when you complete the order).

Seek legal advice

The Public Company Limited by Guarantee 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.

Questions or further information

If you have questions:

  • about how to use Cleardocs, contact the Cleardocs helpline on 1300 307 343.
  • about legal issues, contact the Cleardocs helpline on 1300 307 343. If you need advice, we will arrange for you to speak with a lawyer at Maddocks. The firm provides a free legal helpline in relation to the documents Cleardocs provides. If you require other legal advice in relation to your particular circumstances, then this will be charged for.
  • Flexibility to use your lawyers or Maddocks to tailor the constitution and register with the Australian Charities and Not-for-profits Commission for charitable status
  • Full range of tailored company set up documents complying with the legal requirements
  • Includes copy function for address details - saving you typing
  • Extensive online help and local phone support
  • Lodgement with ASIC 24/7 using our electronic lodgement portal
  • Easy to use question interface