Computerised Shelf Companies

A:Your company documents will be delivered to you by courier the following day; providing the name you have chosen is available and your order is placed before midday. A copy of the documents will also be sent by email.

Q: Do I need to lodge any documents with ASIC following the registration of my company?

A: No. Consents to act as director, secretary and shareholders, the Constitution and all other documents provided should be signed and filed in the company register with the exception of the New Tax System Application, which is to be lodged with the Australian Tax Office.

Q: Must I obtain consents to act as director and secretary from my client before I send the order to you?

A: Yes. By law, unless the new office holders have given their written consent to act any appointment of them is void. In addition there is a breach of the Corporations Act with a penalty of 10 penalty points or 3 months imprisonment or both. Inside the company register we include consents which contain additional disclosures which should be completed if applicable. The consents should be filed in the register after signing.

Q: I have reserved a company name and now wish to register that name. What do I need to do?

A: The company name reservation must be withdrawn. A letter of withdrawal, addressed to ASIC, is to be provided to Computerised Shelf Companies by the person or organisation whose name appears as the applicant on the Form 410.

Q: If the registered office address is not to be occupied by the company, how should the address details be entered?

A: If the company does not occupy the premises where its registered office is located, the occupier of the premises must agree, in writing, to having the company's registered office located there.

When adding the registered office address to your database, enter the occupier's name in the Care of field.

Q: Will I receive a common seal with my company order?

A: No. Under the Company Law Review Act 1998 which commenced on 1 July 1998, it is no longer compulsory for companies to have a common seal. There is no provision in our Constitution for the use of a common seal.

Q: How are documents executed without a common seal?

A: The Act provides that it can be assumed that a document is correctly executed by the company if it is signed by two directors or a director and secretary or by a single director if they are the only director and secretary.

Q: Can the registered office address of a company be a PO Box?

A: No. The registered office is to be an address where notices to the company can be served. The company must have a physical registered office in Australia and must inform ASIC of the location of the office within 28 days of any change.

Q: What is meant by replaceable rules?

A: Companies may have a set of rules known as a "Constitution" (previously known as Memorandum & Articles of Association). Alternatively, a company may opt to have no Constitution at all but to rely on basic rules of internal management which are set out in the Act and are known as "replaceable rules". As their name suggests, these rules are replaceable and a company may adopt a Constitution to replace part or all of them.

Q: Where are the replaceable rules located in our Constitution?

A: All replaceable rules are printed at the back of the Constitution.

Q: What are the rights of ordinary shares and why are they not defined in our Constitution or the Corporations Act?

A: Historically the rights of ordinary shares have never been defined. What makes them ordinary shares is the fact that they don't have particular rights prescribed to them. Therefore, they are not defined in the Corporations Act or our Constitution.

Q: What types of companies can we provide?

A: Proprietary companies limited by shares, Superannuation Trustee Companies and Medical Companies (NSW only).

Q: Can a person under 18 years of age be a director or member of a company?

A: A person is not permitted to be appointed as a director of a company unless they have attained the age of 18 years. As the initial members are required to sign the constitution they must also have attained the age of 18 years. (There may be adverse consequences for the company if the constitution is signed by a person under 18 years of age). Members appointed after registration of the company may be under 18 years of age, as they are not required to sign the constitution.

Q: Can I register a company for non resident officeholders and members?

A: For proprietary companies, at least 1 director must reside in Australia. The office of secretary is optional for proprietary companies, but if appointed one must reside in Australia.

A public company must have a minimum of 2 Australian resident directors and 1 Australian resident secretary.

Q: Can the registered office and PPB (Principal Place of Business) be located overseas?

A: No, the registered office and PPB must be in Australia. (PO boxes are not acceptable).

Q: Is it possible for a PO Box to be nominated as a Principal Place of Business address?

A: No, like the Registered Office, the Principal Place of Business must be a physical address within Australia.

Q: Who can be a shareholder?

A: Shareholders can be natural persons and registered companies. Companies registered overseas can be shareholders of proprietary companies registered in Australia. (There may be restrictions regarding companies registered overseas holding shares in companies registered in Australia).

Q: What is the difference between the constitution update service and the conversion to single director/member service?

A: The constitution update deletes all the provisions of the existing constitution (except for provisions that contain special classes of shares or share rights) and adopts a new constitution (4 copies) which includes sole member/director provisions, abolishes Annual General Meetings and abolishes the requirement that a company must sign under common seal. The conversion to single director/member adds provisions to the existing constitution to permit the company to become a single director/member.

Q: What is the minimum and maximum age of members/shareholders?

A: The Corporations Act does not define the age of a shareholder, however shareholders should have the capability of signing their name and understanding what they are signing. The initial shareholders in a company should be 18 years of age or over as they are required to sign the Constitution of the company. There may be adverse consequences for the company if the Constitution is signed by a person under 18 years of age.

Q: What type of share structure does our proprietary company limited by shares contain and what is the authorised capital?

A: Our Constitution contains 25 classes of shares with various rights. Companies no longer have an authorised capital. The Company Law Review Act 1998 repealed the provisions in a company's constitution stating the amount of the company's share capital and dividing the share capital into shares of a fixed amount. This means that all companies have ceased to have an authorised capital. Therefore, there is no concept of a maximum number or value of shares the company can issue.

Class of Share

Voting
Rights

Dividend Rights

Winding Up Surplus & Profits

Subject to Redemption

Ordinary

Yes

Yes

Yes

No

�A�, �A1�, �A2�

Yes

Yes

Yes

No

�B�, �B1�, �B2�

Yes

Yes

No

No

�C�, �C1�, �C2�

Yes

No

No

No

�D�, �D1�, �D2�

Yes

No

Yes

No

�E�, �E1�, �E2�

No

Yes

No

No

�F�, �F1�, �F2�

No

Yes

Yes

No

�G�, �G1�, �G2�

No

No

Yes

No

�H� Red Pref

No

Non-cumulative pref dividend at 5% pa on paid issue price

No

Yes

�I� Red Pref

No

Yes

No

Yes

�J� Red Pref

Yes

Yes

No

Yes

This Share Structure is not available with some types of companies.

Please contact our Customer Service Department for further information.

Q: Does a business name need to be ceased prior to registering a Company of the same name?

A: Providing all the proprietors of the business name are to be members (shareholders) of the new company, it is not necessary for the business name to cease. If you do not wish the business name to cease we will carry out a business name search to confirm that all current proprietors of the business name are also proposed member(s) of the company. An additional fee will apply.

Q: Is it compulsory to have a company secretary?

A: CLERP 1-4 legislation, which came into effect in March 2000, includes the provision that it is no longer mandatory for proprietary companies to appoint a secretary. Public companies must continue to have at least one Australian resident secretary. A proprietary company may have one or more secretaries, in which case at least one of them must be an Australian resident.

Q: What is unique about our Constitution?

A: We have included some specific matters in our constitution that are not covered by the Replaceable Rules.

They are as follows:

A specific provision dealing with conflicts of interest that banks and other lending institutions generally seek when lending money to a proprietary company.
A provision relating to the discretion of directors to refuse to register a transfer of shares without giving any reason rather than relying on the proposed replaceable rule.
Rules relating to calls on shares and forfeiture of shares that may apply if the issue price of a share is not fully paid (although par value has been abolished, shares still have an issue price); and
Rules providing for the indemnification of directors and director's insurance.
Our Constitution also contains a comprehensive division of shares with various rights.

Our standard Pty Ltd constitution also includes a Division 7A loan agreement between the company and its members (for no additional fee).

Q: Why doesn't it state that the company is a 'sole' member/director company in the Constitution?

A: The constitution allows for the company to be both a multiple member/director and sole member/director company. Sections of the constitution refer to guidelines for procedures if the company has "only 1 director" or if the company has "more than 1 director" etc.

Q: What is a discretionary trust?

A: Sometimes called a "family" trust. A discretionary trust is established by a Deed between the person who sets up the trust (the Settlor) and a Trustee. In a discretionary trust, the Trustee has a discretion to decide whether any sum is to be paid to the beneficiaries, and if so, how much.

Q: What is a unit trust?

A: A unit trust is generally a fixed trust where the beneficiaries and their respective interests are identified by their holding "units" in a manner similar to the holding of shares in a company. Unit trusts are common for property and investment trusts and joint ventures and were developed for commercial type ventures where a readily transferable interest in the trust is desired.

Q: What is the advantage of having a Corporate Trustee instead of Individual Trustees in a Superannuation Fund?

A: With individual trustees, the sole purpose of the fund must be to provide old age pensions. With a Corporate Trustee the fund has the flexibility of lump sum or pension payments.

Q: What is a Loan Agreement?

A: A Loan Agreement is an agreement between the borrower (usually a shareholder) and their company. If a Loan Agreement is not in place, any loans which are made to the shareholder are deemed to be dividends and taxed accordingly.

Our standard Pty Ltd constitution also includes a Division 7A loan agreement between the company and its members (for no additional fee).

Q: What is included in the Shareholders Loan Agreement Kit?

A: 2 copies of the loan agreement (1 copy for the company, 1 copy for the borrower/shareholder), Minute of Meeting of Directors approving the loan agreement, and a copy of applicable sections of the Income Tax Assessment Act.

Q: What is a conversion to a 1 member/director company?

A: The first Corporate Law Simplification Act 1995 made it possible for companies to operate with only 1 individual. This individual can be the member, director, secretary and public officer. The conversion does not restrict the company from having more than 1 member/director. The conversion service adds provisions to the company's current constitution to allow the company to have a minimum of one member/director. Our service also includes documentation to resign any outgoing officeholders, appoint a new secretary and transfer shares, if required.

Q: How long does it take to deregister a company?

A: It takes about three months for a company to be deregistered. If the company complies with all requirements of deregistration, ASIC will give notice of the proposed deregistration:

on its national database; and
in the Commonwealth Gazette

Two months after the Gazette notice, ASIC will deregister the company and give notice of the deregistration to the applicant, as nominated on the application.

Q: Is the company name available to be used for a new company registration after deregistration?

A: As soon as the company is deregistered the name of the company becomes free to be used for another company registration. However, ASIC may refuse to register the name if it is identical to another name or an objectionable or restricted word.

Q: Will I receive confirmation of all details of my company before registration?

A: No. Electronic registration is extremely quick, so there is no time to advise details prior to registration. For this reason it is imperative that all details are entered correctly and checked thoroughly before the order is sent to us.

Q: Can I enter initials instead of a full name for an officeholder or shareholder if I am unsure of the full name?

A: No, the full given name(s) and surname must be entered as ASIC do not accept initials.

Q: What documents are provided if I place an order for a change of company name?

A: After the new name has been reserved, documents will be posted to you to complete the change of name. The documents include: resolution of directors or record of decision of sole member . notice of meeting . consent to notice shorter than is required . minutes of meeting of members . notification of resolution (Form 205) . form 5 (if applicable) The Form 205 (and Form 5 if applicable) is to be dated and signed and posted to our office. All other documents are to be signed and filed in the company register.