Anyone with a basic understanding of Australian company requirements can set up a company. With the advancement of online services, there are endless low-cost, do-it-yourself company registration websites to facilitate this.
Whilst these websites may result in some savings, keep in mind that company officeholders (directors and secretaries) have legal responsibilities when setting up a company. Registering a new company is not just about obtaining an Australian Company Number and a Certificate of Registration so you can proceed to register an ABN, TFN and commence trading.
Service providers charge fees to register companies over and above the government prescribed ASIC fee of $495. These fees are to assist their clients to register the correct structure and assist directors fulfil their legal compliance obligations in accordance with the Corporations Act 2001, by preparing the necessary legal documents to support the company registration. These documents include the relevant consents, corporate registers, minutes, share certificates and applicable constitution for the type of company being registered.
A written consent to act as a director and/or secretary must be obtained by each proposed officeholder before a company is registered. The company is required to keep the signed consents with the records of the company to evidence their agreement. A failure to do so constitutes an offence under the Corporations Act.
If you have registered a company via an online registration service and opted-out of receiving the registration documents and you have not set them up yourself, you are legally non-compliant and are not fulfilling your legal obligations as an officeholder. It is ultimately the responsibility of the officeholders to adhere to the company's ongoing compliance obligations.
Maintaining a Company Register is a legal requirement and should include the following:
the Certificate of Registration of Company issued by ASIC;
share certificates, application for shares, share transfer forms;
Register of Members;
company officeholders' consents to act;
Register of Officeholders;
minutes of first meeting of directors and subsequent minutes;
copies of forms lodged with ASIC;
Company Constitution (if one is adopted);
Register of Option Holders (if any are issued);
Register of Debentures (if any are issued);
consent to use the registered office (if the company does not occupy the address).
It may not seem significant at the time of startup, but if you ever decide to sell your business or grow large enough to require an audit or god forbid you end up in administration, you’ll be grateful that you set up your company in full compliance with the Corporations Act and demonstrated that you had proper corporate governance in place.