| COMPANY REGISTRATION |
| Q. What is a shelf company ? |
| A. When Shelco started, to order a shelf company, a telephone call or a facsimile was submitted to administrative staff that then manually reserved a company name with Australian Securities & Investment Commission (ASIC) and the shelf company process was arduous, time consuming and uneconomical. Often the procedure exceeded six weeks. So many accountants and solicitors would register a shelf company and leave it on the "shelf" so that they could have the shelf companies ready for clients as they presented themselves. This meant that the shelf company provider would have to transfer the shares in the shelf company to the buyer of the shelf company.It would also mean that the company selling the shelf company would ensure that the original directors of the shelf company (those of the solicitor or accounting firm) would be transferred to the buyer. And finally, the name of the shelf company would be changed to the preferred name of the shelf company buyer. However as you will know now it is alot easier to purshase a shelf company. You are able to do it online with our automated shelf company registration system. Ours hopefully! No longer do you need to transfer the shares or the directors' names of the shelf company, nor do you need to change the name of the shelf company. You can choose a name at the start of our system and our name wizard will check it automatically with ASIC. The term shelf company has remained in the industry although most shelf companies are now paperless and created automatically and instantly.
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| Q. What Is A Company? |
A. A company is a separate legal entity created once ASIC enters it into its database through a process called “registration”. Its’ profits, losses, assets and liabilities are its own. The company is owned by its’ members (the shareholders) and run by the director (or directors). As per the Small Business Guide (www.shelco.com.au/smallbusinessguide.htm), a company has all the powers of an individual including the right to:
- Own and dispose of property and other assets;
- Enter into contracts; and
- Sue and be sued.
Once ASIC registers the company a 'shelf company certificate' is issued with a company registration number, referred to as the Australian Company Number or “ACN”. This is the primary form of company identification. You can change the company's name at any time through a vote by the shareholders but you must keep the ACN.
Shareholders are not liable for the company’s debts. However, a director of a company may be liable for debts incurred by the company at a time when the company itself becomes unable to pay those debts.
You should contact your accountant or solicitor to discuss which company structure is most appropriate for you. |
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| Q. Can I choose the company name ? |
| A. Yes. Shelco has the first online system that checks the proposed company name immediately against ASIC’s database. Our system will immediately inform you if the selected company name is permissible. However, note that certain words and phrases are classed as sensitive by ASIC. If this is the case, you will be prohibited from using them or you might have to justify why you are entitled to use the name. Please contact us if you would like further suggestions of overcoming potential naming issues. Please do not hesitate to contact a Shelco Account Manager on (07) 3236 2605. |
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| Q. How many people do I need to form a company? |
A. For Proprietary Limited (or Private) companies the minimum requirement is one director (who must be an Australian resident) and one shareholder. As these can be the same person this means a single person can start a company. You’ll note that corporate secretaries are now optional for private companies. For Limited (or Public) companies the minimum is three (3) directors (two of which must be Australian residents), one (1) company secretary and (1) shareholder. Therefore, the minimum for a public company is three (3) people.
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| Q. Can I use a post office box as a registered address? |
| A. No. A street address is required. |
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| Q. What is the difference between bound and unbound companies? |
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A. A bound company is a company register that is physically presented to you in a corporate secretarial binder with the name of the company down the spine of the binder. These are couriered to you for hard copy records. Unbound companies are electronic copies only. |
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| Q. What is a corporate key? |
| A. A corporate key is a security number required for lodging forms with ASIC. The eight digit code is specific to that company and is required when making amendments to a company e.g. directors, directors’ addresses etc. The number prevents unauthorised personnel lodging unlawful forms. |
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| Q. How long will it take to for the ACN to be returned? |
| A . Shelco has built an electronic interface with ASIC. Given the name is immediately accepted, you should receive your ACN within minutes of lodging your application for registration. You will receive a number of pieces of correspondence from Shelco. Initially, you will be sent a copy of our invoice/receipt. Secondly, you will receive confirmation the lodgment has been received by ASIC which may be either a statement that the application has been rejected, is temporarily delayed, is pending an ASIC decision or has been accepted. When a registration is accepted the entire electronic company register is immediately available when you log back on to www.shelco.com.au. |
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| Q. Do I need a company seal? |
| A. No. Company seals used to be required by the law but now they are optional. Our Constitutions have been drafted accordingly and under them all directors are able to bind the company by their signature alone. |
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| Q. What formats are the company documents delivered in? |
| A. The documents you receive electronically are pdfs. Should you require assistance with downloading these please do not hesitate to contact us on (07) 3236 2605. You will require an Adobe Acrobat Reader (which can be downloaded for free from www.adobe.com) in order to see them. |
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| Q. Are the company registration documents legal? |
| A. Yes. Each document used on the Shelco site has been approved and drafted by a team of solicitors retained by six of the leading company incorporators. They are additionally responsible for ensuring all our documents are up to date with law changes. |
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| Q. Can you correct company registration documents that have been created electronically but not yet lodged? |
| A. Yes as long as ASIC has not accepted the registration. By logging on to your user account (using your email and the password you selected) you can access a list of the companies that you have previously either fully or partially completed. |
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| Q. Can you correct company registration documents that have been created electronically and lodged? |
| A. Not directly. As ASIC automatically processes the lodgments into their database the only way to change some of the details is to lodge the prescribed form with ASIC. For example to change a director’s address a form 484 together with the assigned corporate key would be required. A full list of ASIC forms can be found at http://www.asic.gov.au/asic/asic_infoco.nsf/byheadline/Company+forms+portal?openDocument |
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| Q. ASIC has rejected my company registration lodgment. How do I find out why and how can I fix it? |
| A. The validation procedures built into ASIC’s servers may reject a company registration for a number of reasons. Common examples include incorrect holding company ACNs, typing errors or not including an Australian resident as a Director. If your registration has been rejected you can find out why by logging back on to www.shelco.com.au using your email and your selected password, then clicking on the company in question and then proceed to clicking on the link situated on the bottom left that states “View Reasons For Failure”. You can attempt to correct these or a Shelco employee will be in touch shortly after to assist. Alternatively if you receive this automated message, please do not hesitate to contact our Business Development Manager, Marianne McLellan on (07) 3236 2605 or marianne@shelco.com.au |
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| TRUSTS |
| Q. Who am I able to have as the settlor? |
| A. The settler is the nominated party to commence the trust. Settlors are usually close family friends, solicitors, accountants or other trusted parties. Settlers are able to beanyone who is not a beneficiary. |
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| PAYMENT |
| Q. How can I pay? |
A. Electronic companies: As ASIC requires us to prepay the companies we send to them, we require that all electronic registrations are pre-paid. You are able to pay per transaction by credit card or by direct debit.
Manual companies, trusts, super funds and all other services: We can provide seven day accounts for approved credit applicants. These can be paid by cheque, major credit cards or direct debit. To apply for a credit application (invoice account) please contact either our Business Development Manager at either marianne@shelco.com.au or on (07) 3236 2605. For all credit card payments, we guarantee a Secure Internet Payment Service through ANZ. Your credit card details are not stored with us nor viewed by any internal staff members. We accept:
- Visa
- Diners
- Master Card
- Bank Card
- Amex
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