Company Registration in Australia | An Expert Guide for Employers

Starting a business in Australia is an exciting venture that promises access to a robust economy, a skilled workforce, and a supportive business environment. Whether you're a local entrepreneur or from overseas looking to expand your operations, understanding the company registration process is crucial for a smooth and successful start. 

This guide provides a comprehensive, step-by-step walkthrough of how to register your company in Australia, and some key reminders for foreigners desiring to perform business undertakings in the country.

Company Registration in Australia: What is a Company?

In Australia, a company is a distinct legal entity, separate from its owners (shareholders). It has the same rights as a person: it can own property, incur debts, sue, and be sued.

As a distinct entity, the income and losses also belong to the company. Finally, it can employ staff. 

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Other Types of Business Structure 

Before proceeding with the company registration in Australia, decide first whether it’s the right business structure for you. The other business structures in the country are:

• Sole Trader: A sole trader is an individual who owns and operates a business on their own, which means they can’t employ staff. They have unlimited liability, meaning they are personally responsible for all debts and liabilities of the business. This is the simplest and most common business structure in Australia.
• Partnership: In this structure, two or more individuals share ownership and responsibility for the business. They can employ staff, but the partners themselves cannot be considered as employees. 
• Trust: It’s a structure where a trustee holds assets for the benefit of beneficiaries. The trustee manages the assets and distributes income or capital to the beneficiaries. 
• Superannuation: While not strictly a business structure, superannuation funds are a type of trust specifically designed to provide for retirement. They are regulated by the Australian Tax Office and offer various investment options. 

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Company Registration in Australia: A Step-by-Step Guide

Starting a company in Australia involves a structured process to ensure you meet legal requirements and set up your business for success. Here's a breakdown of the steps involved:

Step 1 - Determine the Type of Company You Want

The first step in company registration in Australia is to identify the type of company you want. 

In Australia, Pty Ltd (Proprietary Limited) is the most common type of company, suitable for small to medium-sized businesses with a maximum of 50 non-employee shareholders. The other types include: 

• Ltd (Limited) companies are public companies that can be listed on the stock exchange, offering shares to the public and having no limit on shareholders. 
• NL (No Liability) companies are specific to the mining industry, allowing shareholders to not be personally liable for any unpaid amounts on their shares. While Pty Ltd and Ltd companies provide limited liability to their owners, NL companies offer an additional layer of protection for shareholders in high-risk ventures.

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Step 2 - Choose a Company Name

Your company name is a crucial part of your brand identity. It should be unique, memorable, and relevant to your business.

In Australia, there are strict guidelines when it comes to choosing a company name: 

• Make sure no other company or business has an identical name with what you’ve chosen. However, there are instances when your name can be registered despite being identical to others. Learn more about these instances here. 
• Only certain characters are allowed. 
• Some terms are restricted unless otherwise approved by the government minister. These include “royal,” “bank,” “incorporated,” and “trust.”
• The company name must show its liability and status (eg. Ltd, Pty Ltd) 
• It’s possible to reserve a name if you’re not ready to register it yet. 

Here are more resources when it comes to company names in Australia:

• Check name availability
• Application to reserve name
• Check existing trademarks

Note that checking the trademark is necessary because even if your company name has been registered or reserved, those with the same name may still take legal action against you.   

Step 3 - Decide on a state or territory of registration

Although the registration is country-wide, you still need to choose a state/territory of registration. Essentially, you need two addresses:

• The registered office address where official documents, communications, and notices would be sent. It must be within Australia. 
• The principal place of business address, where you conduct the business 

Remember, if you do not occupy the registered office address, you need to obtain the consent of the owner. Also, both addresses MUST NOT be post office box addresses. 

Step 4 - Determine How Your Company Operates 

Company registration in Australia requires you to consider the following: 

• Replaceable Rules vs. Constitution: Your company's internal management can be governed by either the Replaceable Rules (standard rules outlined in the Corporations Act) or a customised constitution. The Replaceable Rules cover basic aspects like director appointments and shareholder meetings, but a constitution allows for greater flexibility and tailoring to your specific needs.
• Sole Director/Member Companies: For companies with a single director who is also the sole shareholder, the Replaceable Rules don't apply. You can choose to create a constitution if you prefer, but it's not mandatory. However, if another director or company is appointed, then the Replaceable Rules automatically apply. This can be changed to a constitution later. 

You must also determine the types of share (eg. limited by shares, etc)

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Step 5 - Fulfil Your Legal Obligations 

Before registering your company, understand your legal duties as a director and shareholder. This includes:

• Director Identification Number (DIN): Each director must obtain a unique DIN before being appointed.
• Company Details: It’s your responsibility to keep company information clear and updated. 
• Financial Obligations and Records: You must pay the required fees, maintain accurate financial records, and report your company's financial performance annually.

Learn more about your company and the law here. 

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Step 6 - Get the Necessary Consents 

Get the written consent of the people who will fill the role of director, secretary and member (a company must have at least 1 member). 

• For a proprietary company, at least 1 director and secretary must ordinarily reside in Australia. 
• For a public company, at least 2 directors must ordinarily reside in Australia. 

In addition, you must also obtain the consent of the owner of your company’s registered address (if it doesn’t belong to the company). 

Note that you won’t be required to submit these consent, but you’re obliged to keep it in your records. 

Step 7 - Register 

The next step now is to register your company. Company registration in Australia can be achieved in 2 ways:

• Online via Australian Government Business Registration Service 
• Through a private service provider (PSP), which can be your accountant, solicitor, or another company. 

However, there are certain cases when online registration may not be available for your company. If this is the case, you may submit an online enquiry to the Australian Securities and Investment Commissions (ASIC). 

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Step 8 - After Company Registration

Once your company is registered, you'll receive:

• Australian Company Number (ACN): This unique identifier is used in all official dealings. 
• Certificate of Registration: This document confirms your company's legal existence.
• Corporate Key. This is a unique number you can use to create an account online and update your details. 

Additional Registrations, Permits, and Licences

Company registration in Australia also consists of additional registrations. However, before you can begin with these registrations, you first need to have an Australian Business Number (ABN). 

ABN is an 11-digit number that identifies your business to the Australian Taxation Office (ATO), other government offices, and the public. Not all businesses are eligible to have an ABN, however. For example, a partnership doesn’t require one because the partners have their own ABNs. 

You may apply for an ABN online. 

Once you have an ABN, you may begin with the additional registrations necessary for your company. These may include:

• Pay-As-You-Go (PAYG). You need this to process payments and salaries of directors and employees. This is required for the withholding of the necessary taxes. Learn more about PAYG Withholding here. 
• Fringe Benefits Tax (FBT). If you provide fringe benefits, you need to pay their equivalent taxes. Learn if you need to register for FBT here. 
• Goods and Service Tax (GST). Is your company involved in goods and services? If you expect a turnover of $75,000 or more, GST is a requirement. Learn more about GST here. 

On top of registration, you also need to know which licences and permits are required for your company. These depend on several things, particularly what industry you’re involved in, where you’re located, payments and withholding, etc. 

For a roadmap on what licences and permits are necessary for your company, you may answer the following questions here. 

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Starting a Business in Australia: What If It’s Not a Company?

Generally, if you choose not to start a company but are interested in another business structure, some steps remain necessary, such as:

• Choosing a business name 
• Having a business address
• Obtaining necessary business permits and licences 
• Tax registrations (PAYG, GST, etc)

However, there may be some changes. For example - partnerships do not require an Australian Business Number (ABN) because the partners have to use their own ABN.  

Starting a Business in Australia as a Foreigner

As per the official guide, setting up a business and company registration in Australia is similar for local and foreign nationals, except foreigners need to take additional steps to secure the right visa. 

Note that securing a visa for employment is different from obtaining it when you want to start a business or company specifically. Basically, if you want to run a business in Australia, you MUST BE nominated by a state or territory government.

1. Submit an expression of interest to the Department of Home Affairs. 
2. Check if a state or the CEO of Austrade decides to invite you to apply for a visa. You can wait for this invitation or contact them directly. 
3. Once you get invited, you need to meet certain requirements, submit documents, and follow the regulations. 

A common visa for people who want to run a business in Australia is Business Innovation and Investment (Provisional) Visa.  

After this, you have to go through all the necessary steps for business or company registration in Australia. Learn more about starting a business as a foreigner here. 

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Conclusion

Registering a company in Australia involves several key steps, each crucial for establishing a legal and operational foundation for your business. Starting with choosing a business structure, you'll need to select a unique company name, decide on addresses, fulfil your legal obligations, and get the necessary permits and licences. If you’re a foreign national wishing to conduct business undertakings in Australia, you also need to be invited to apply for the right visa. By following these steps diligently, you can ensure a smooth and successful registration, paving the way for your business to thrive in Australia’s dynamic market.

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