Business Services Overview
Setting up a Business in Australia
A person can conduct business in Australia as a sole trader, in partnership,
through a Trust or a joint venture, or as a corporation.
Most foreign companies conduct their business in Australia through a wholly
or partly owned subsidiary company incorporated in Australia or through an
Australian branch, i.e. the foreign company is registered in Australia as such.
We provide the following business support services:
Companies in Australia are incorporated (registered) under the Corporations
Act, 2001. The Act is overseen and administered by the Australian Securities &
Investments Commission ("ASIC").
An Australian company is usually incorporated as either a Public Company or
as a Proprietary Company. (There are also specialist companies within these two
categories such as companies limited by guarantee for clubs, associations and
charities, no liability companies for mining companies and legal, accounting and
medical practice companies).
OCRA (Australia) Pty Ltd able to provide all such companies.
These are the most common type of business structure used by small business
in Australia.Their features are:
An overseas company may register itself in Australia to operate as a branch,
in lieu of incorporating a wholly owned Australian subsidiary. To do so various
application forms need to be lodged with ASIC and annexed to them must be
certified copies of the company's current certificate of incorporation and other
The company must also formally establish a registered office in Australia and
appoint a local resident agent.
The company must file with the ASIC each year its annual accounts and comply
with other reporting requirements, such as changes in its directors and
registered office in the company of incorporation.
A formal register of company and business names is maintained by ASIC. The
only restraints on the adoption of a name are that it must be unique and based
on the legal principles codified in the Trade Practices Act in the area of
"misleading and deceptive conduct", "misrepresentation" and "passing off".
Companies incorporated in Australia will be issued with a unique nine-digit
Australian Company Number (ACN). The branches of foreign companies are
identified by its (ARBN).
All companies registered under the Corporations Act are entitled to an
Australian Business Number (ABN) which a company will need to register for the
Goods and Services Tax (GST).
If a company wishes to trade using another name (ie, other than its
registered company name) then the trading name must be registered as a business
name. Business name registration is obtained under each State or Territory
legislation, and must be registered in each State and Territory in which the
company intends doing business under the business name.
The activities of a company are carried out by the persons responsible for
the management and control of the activities of the company. Such powers are
normally divided between the directors on the one hand and the shareholders on
the other hand. The way in which the power is shared between these two groups is
determined by the terms of the company's constituent documents, namely it's
Constitution. The Constitution sets out the company's name, the terms of the
liability of its members and the regulations under which the company is to be
internally regulated. Under the Companies Act a company is not required to have
a Constitution and may rely on the so called "Replaceable Rules" as set out in
the Act. OCRA (Australia) Pty Ltd however recommends that all companies adopt a Constitution and
supplies such a document for the companies it incorporates.
The Directors of a company have the responsibility for the day to day
management of its affairs. A public company must have at least 3 Directors and a
proprietary company, at least 1 Director.
In the case of a public company at least 2 of the Directors must be
Australian residents and a proprietary company must have at least 1 Australian
resident Director. In order to qualify as a resident it is not necessary for the
person to be an Australian citizen.
Under the Corporations Act, a proprietary company is not required to have a
secretary. If the company chooses to have one or more secretaries, at least 1
secretary must be an Australian resident. OCRA (Australia) Pty Ltd recommends and automatically
appoints a company secretary when incorporating client companies.
A public company must have at least 1 secretary, and at least 1 secretary
must be an Australian resident.
Every company carrying on business or deriving property income in Australia
must also appoint a Public Officer who is a resident of Australia. The Public
Officer is responsible for the doing of all things which are required of a
company under Australian income tax legislation.
A company must have a registered office and principal place of business in
Australia. They can be the same address or they may be different. The registered
office is the official address for service of process etc, the principal place
of business is the address where the business is physically carried out.
All public companies must appoint an Auditor within one month of the date of
incorporation. All public companies and large proprietary companies are required
to prepare an annual financial report which must be audited. Small proprietary
companies which are foreign controlled are also required to prepare an annual
financial report which must be audited. ASIC will, in certain cases, grant
relief from this requirement to large proprietary companies in which a foreign
company has an interest or to small proprietary companies controlled by foreign
The Corporations Act requires companies to maintain various records and
registers of their accounting and administrative transactions. It is usually the
secretary (if one is appointed) who carries out such tasks.
The Corporations Act also requires certain documents to be filed at ASIC from
time to time so that an up-to-date record of the company's affairs is available
for inspection by the public. A public company must prepare and lodge with ASIC
annual financial reports. Every company must lodge an Annual Return in which a
director or secretary of the company confirms relevant details of the company
for the public register including names and addresses of all directors, address
of principal place of business and details of shareholders and their
Many businesses in Australia are structured in the form of a trading Trust,
particularly family businesses.The Trust, usually a Discretionary Trust (but
can be a Unit Trust which is particularly favoured for property development
"syndicates") has as its Trustee, a corporation which is controlled by for
example, the parents.We are able to provide such structures and further
information can be obtained from our
office in Australia.
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