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Company registration in Australia means registering a company with the Australian Securities and Investments Commission (ASIC) under the Corporations Act 2001. For almost every founder, whether they live in Sydney or abroad, that company is a proprietary company limited by shares, whose name ends in Pty Ltd. ASIC gives it a nine digit Australian Company Number (ACN) and issues a certificate of registration showing its name, ACN, type, state or territory of registration and date of registration.
The application normally goes through the Business Registration Service at register.business.gov.au, and ASIC processes it from there. Where the online service cannot be used, for example when an officeholder’s residential address is to be kept off the public register, ASIC sends a paper form instead. This page follows company formation in Australia from the choice of type to the duties after registration. Buying a company that already exists is a separate process, described on our page on ready-made shelf companies in Australia.
Sole traders, partnerships and trusts are not registered as companies. Between the two company types used for business, a Pty Ltd and a public company (Ltd), the choice usually makes itself:
| Point | Proprietary company (Pty Ltd) | Public company (Ltd) |
|---|---|---|
| Shareholders | At least 1, and no more than 50 who are not employees | At least 1, without the cap of 50 |
| Directors | At least 1, who ordinarily resides in Australia | At least 3, of whom at least 2 ordinarily reside in Australia |
| Secretary | Optional | At least 1, ordinarily resident in Australia |
| End of the name | Proprietary Limited, or Pty Ltd | Limited, or Ltd |
| Registered office hours | No set hours | Open to the public at set hours on business days |
| Annual financial report | Only in the cases set out further down for small companies; always for a large proprietary company | Every financial year |
| Offering shares to investors | Must not make offers needing disclosure under Chapter 6D, apart from limited exceptions | Can offer shares to the public with the disclosure Chapter 6D requires |
| Requirement | What the Corporations Act and ASIC ask for |
|---|---|
| Directors | At least one individual aged 18 or over who ordinarily resides in Australia |
| Director ID | Each director applies for a director identification number before being appointed |
| Consents | Every director and secretary gives the company signed consent before appointment, which the company keeps; every member agrees in writing to the shares taken up |
| Secretary | Optional for a Pty Ltd; if there is one, at least one secretary ordinarily resides in Australia |
| Members | At least 1 and no more than 50 non-employee shareholders; individuals or companies, with no residency or nationality test |
| Share capital | No statutory minimum; the application states the shares each member takes up, the amount, if any, each agrees to pay and whether the shares will be fully paid |
| Registered office | A physical street address in Australia, not a PO box; the occupier’s written consent if the company will not occupy it |
| Principal place of business | A physical address, not a PO box, given where it differs from the registered office |
| Internal rules | The replaceable rules in the Act, a constitution, or a mix of both |
| Name | An available name ending in Pty Ltd, or the expression Australian Company Number followed by the ACN |
| Ultimate holding company | Whether the company will have one on registration, and its details if so |
The application also states whether each member will own its shares beneficially, and the company’s register of members must flag any shares not held beneficially, so a nominee shareholding is declared from the first day. ASIC sends its notices, including the corporate key for online access, to the registered office.
Shareholders of an Australian company can live anywhere, so a founder in the United Kingdom, India or the United States can hold every share. The board cannot. Section 201A of the Corporations Act requires a proprietary company to have at least one director who ordinarily resides in Australia, and ASIC offers no exemption or bond in its place. A company owned from abroad therefore needs a person living in Australia who accepts the office and its duties.
Every director, resident or not, must also apply for a director identification number before being appointed. Directors apply for themselves: no agent, accountant or company can do it for them, and the number is kept for life. Online applications use a myID with at least Standard identity strength, which relies on Australian identity documents. A director living abroad without such documents sends the paper application for people living outside Australia (NAT 75433) with certified copies of identity documents, and the Australian Business Registry Services posts the director ID to the address given. ASIC expects directors to have applied before the company is registered, so directors abroad start here.
Every company registered with ASIC is entitled to an Australian Business Number. The Australian Business Register says a successful online application receives its 11 digit ABN immediately; one given a reference number instead is reviewed, which the register aims to do within 20 business days. GST registration becomes compulsory once GST turnover reaches AUD 75,000, measured over the current month and the previous 11 or projected over the current month and the next 11, and is due within 21 days, with the ABN in place first. Below the threshold it is optional, but a voluntary registration generally lasts at least 12 months.
| Tax point | Rule |
|---|---|
| Company tax, base rate entity | 25%, where aggregated turnover is under AUD 50 million and no more than 80% of assessable income is base rate entity passive income |
| Company tax, all other companies | 30% |
| Aggregated turnover | Includes every connected and affiliated entity, including entities outside Australia |
| Passive income | Corporate distributions and franking credits, royalties, rent, most interest, gains on qualifying securities and net capital gains |
| Which year counts | Each income year is tested on its own; turnover of earlier years is irrelevant |
| Tax residence | A company incorporated in Australia is an Australian resident and is generally taxed on its worldwide income |
The connected entity rule catches foreign groups: an Australian subsidiary of a large overseas group counts the group’s turnover and can be taxed at 30% even if its own sales are small. Separately, a company that carries on business or derives income from property in Australia must appoint a public officer for tax purposes, in writing, within three months of starting; the appointment takes effect once the ATO has been notified.
Most changes to company details have to reach ASIC within 28 days: a director or secretary appointed or leaving, a new registered office or principal place of business, a change to the members or shares in the register, and a company becoming or ceasing to be the ultimate holding company.
Soon after each anniversary of registration ASIC sends an annual statement listing the addresses, share structure, officeholders and members. The company corrects anything wrong within 28 days of its date of issue, and within two months of the review date the directors pass a solvency resolution on whether the company can pay its debts as they fall due, unless it lodged a financial report in the previous 12 months. A negative resolution, or none, is reported within seven days.
A small proprietary company prepares annual financial reports only if its shareholders or ASIC direct it to, if it has crowd-sourced funding shareholders, or if it is controlled by a foreign company. So a Pty Ltd owned by an overseas company may have to lodge reports, unless its parent is registered with ASIC and lodges consolidated reports covering it, or ASIC relief applies. There is no beneficial ownership register to file with; Australia has none for unlisted companies, although the Government has announced one, and banks identify everyone owning or controlling 25% or more themselves under AUSTRAC rules.
A new Australian company is registered quickly, and an existing one still needs director IDs for its incoming directors and a resident director, so buying rarely saves time. What a ready-made company brings is its date of registration, which no later filing can change. That matters when a contract, a tender or a counterparty asks how long the company has existed; otherwise a new registration is the cleaner start. Our guide to off the shelf companies explains when an existing company helps, and our page on buying a ready-made Pty Ltd covers the Australian share transfer.
We can register a new Pty Ltd or supply a ready-made one, prepare the registration or transfer documents and the ASIC filings, and help prepare the bank application. Where we have a working contact at a suitable bank we can introduce you, and the bank decides; how Australian banks treat companies owned from abroad is explained on our page on bank accounts for Australian companies. If none of your directors ordinarily resides in Australia, we can arrange a resident director, which Australian law allows: that person holds a director ID and carries the full duties of the office under the Corporations Act like any other director, and any shares held by a nominee for you are flagged in the register of members as not held beneficially. More background is on our Australia overview.
Yes. Neither the Corporations Act nor ASIC requires shareholders to live in Australia or to be Australian citizens, so the whole company can be owned from abroad. The limit is the board: a Pty Ltd must always have at least one director who ordinarily resides in Australia. Every director, including those overseas, applies for a director ID before appointment, and a person without Australian identity documents uses paper form NAT 75433 with certified copies.
A Pty Ltd is a proprietary company: no more than 50 non-employee shareholders, one director who ordinarily resides in Australia is enough, a secretary is optional and it may not make share offers that need disclosure to investors, apart from limited exceptions. A Ltd is a public company with at least three directors, two of them resident, a resident secretary and a financial report every year.
The ABN is a separate application from ASIC registration; every ASIC company is entitled to one, and GST registration needs it. GST becomes compulsory only once current or projected GST turnover reaches AUD 75,000, with 21 days to register; below that it is optional, and a company that opts in generally stays registered for at least 12 months.
Not if the company trades under its exact registered name. A business name is needed only when the company trades under a different name, and it can be registered with ASIC together with the ABN application through the Business Registration Service. Neither a company name nor a business name gives trade mark rights; those come only from a separate trade mark registration.
Search ASIC’s companies register by name, ACN or ABN. The basic search, open to anyone, shows the name and type, the ACN and ABN, the registration date, the next review date, the suburb, state and postcode of the registered office and a list of documents lodged with ASIC. Officeholders appear in the company extracts ASIC issues, without residential addresses, and ABN Lookup shows whether an ABN has been issued.
The rate is 25% for a base rate entity and 30% for every other company. A base rate entity has aggregated turnover under AUD 50 million, counting connected and affiliated entities in Australia and abroad, and no more than 80% of its assessable income is passive, such as dividends, rent, royalties, most interest and net capital gains. Each income year is tested separately.
Business.gov.au estimates about 15 minutes to complete the online registration and says confirmation should arrive within 2 business days when everything needed has been provided; ASIC publishes no processing time of its own. The steps that need planning come before lodging: director IDs for directors abroad, who apply on paper, and the director who ordinarily resides in Australia.
Planning an Australian company? Tell us who the shareholders and directors will be and where they live, and we will set out what the registration would need. Contact us, or write on Telegram or WhatsApp at +48 663 247 166.