Dominic is the CEO of Lawpath, dedicating his days to making legal easier, faster and more accessible to businesses. Dominic is a recognised thought-leader in Australian legal disruption, and was recognised as a winner of the Australian Legal Innovation Index and recently a winner of the LexisNexis 40 Under 40 (APAC).
Company registration documents are the records that prove your company exists, set out how it’s run and show who owns it. When you register a company with Lawpath, you get 13 of them: your ASIC Certificate of Registration, a constitution, share paperwork, consents and the registers the Corporations Act 2001 (Cth) expects you to keep.
Here’s the catch. Most founders download the pack, feel a wave of relief, and never open it again. Months later a bank, an investor or a departing co-founder asks for something, and nothing has been signed. This guide tells you what each document does, which ones need your signature, and the order to do it in.
- You keep these documents. You don’t lodge them. ASIC already has your registration details. The constitution, consents and registers stay in your company’s own records.
- Five of them need signatures straight away. Share applications, the resolution of members, officeholder consents, the occupier consent (if needed) and share certificates.
- Order matters. Shareholders sign their applications first. Share certificates get signed and issued last.
- Share certificates have a deadline. The company must issue them within two months of the shares being allotted.
- Registers are live, not one-off. Every share issue or transfer means updating your registers and telling ASIC within 28 days.
What do you need before you register a company?
People searching for company registration documents are asking one of two questions. What do I need to have ready? And what will I get at the end? Let’s deal with the first one quickly, because getting it wrong creates paperwork you’ll have to redo later.
Before you lodge anything, have these sorted:
- A director ID for every director. It’s free and it’s a one-off, but you need it before you’re appointed. Our guide to director identification numbers walks through the application.
- At least one director who lives in Australia. A proprietary company can have one director and no secretary, as long as that director ordinarily resides here.
- A company name, or a decision to use the ACN as the name. A name check is only a first pass. ASIC makes the final call.
- Two physical Australian addresses. A registered office and a principal place of business. They can be the same. A PO box won’t work for either.
- Exactly who holds the shares, and how many. Names, share class, number of shares and the amount paid per share.
That last point trips people up more than any other. If shares are meant to sit in a family trust, the shareholder is the trustee, not you. Where the trust has a corporate trustee, the shareholder is that company, “as trustee for” the trust. Get it right on the form and you save yourself a round of corrections. Our company registration checklist covers the other questions to answer first.
What company registration documents do you get from Lawpath?
Once ASIC registers your company, 13 formation documents appear on your Lawpath company dashboard under the Formation Documents card. They come with the Basic, Standard and Full Compliance formation packages. Here’s the whole company registration document package at a glance.
| Document | What it does | Your job |
|---|---|---|
| Certificate of Registration | Proves the company exists | Download and keep a copy handy |
| Constitution | Sets the internal rules | Adopt it via the resolution of members |
| Share Certificates | Evidence each shareholder’s holding | Sign and issue within two months |
| Application for Shares | Each shareholder asks for their shares | Every shareholder signs one |
| Resolution of Members | Records the first decisions | All members sign |
| Office Holder Consent | Directors and secretary agree to act | Each officeholder signs |
| Occupier Consent | Permission to use an address as the registered office | Occupier signs, if it isn’t the company |
| ASIC Agent Appointment | Lets Lawpath deal with ASIC for you | Keep on file |
| Register of Members | Lists every shareholder | Update on every share change |
| Allotment Journal | Logs every new share issue | Update when shares are issued |
| Share Transfer Journal | Logs every transfer | Update when shares change hands |
| Register of Charges | Tracks security given over company assets | Update if you give a lender security |
| Register of Debentures | Tracks company debt instruments | Update if you issue debentures |
Notice the pattern? Nothing in that table gets lodged with ASIC. All 13 company registration documents are records you keep, sign or update yourself. That’s the single biggest misunderstanding we see.
What does each company registration document actually do?
1. Certificate of Company Registration
ASIC issues this certificate the moment your company is registered. It shows the company name, its ACN, the company type and class, the state it’s registered in and the date registration began.
You’ll reach for it more than any other document. Banks want it to open an account. Suppliers ask for it on credit applications. Check every detail the day it arrives, because fixing a typo in the company name later means a formal change with ASIC. Our company registration certificate guide explains what each field means.
2. Constitution
Your constitution is the company’s rulebook. It covers how directors are appointed, how meetings run, what share classes exist and how shares can be issued or transferred. Without one, your company runs on the replaceable rules in the Corporations Act.
Two things most founders don’t know. You don’t sign the constitution itself: members adopt it through the resolution of members. And you never upload it to ASIC, even when you change it later. If a member asks for a copy, though, the company has seven days to hand one over. A company constitution template is a solid start if you ever need a fresh one.
3. Share Certificates
A share certificate is signed on behalf of the company and shows who holds how many shares, and of what class. The company must issue it within two months of the shares being allotted.
Here’s where people go wrong. A certificate is evidence of ownership. It doesn’t create ownership, and it doesn’t replace telling ASIC about a change. Sign it last, once the matching share application is signed.
4. Application for Shares
Each shareholder signs an application for shares. It states the number and class of shares they’re applying for. It also records their agreement to be bound by the constitution and their consent to be entered in the register of members.
This is step one of the signing sequence. Skip it and every document built on top of it (the certificate, the register entry) rests on nothing.
5. Resolution of Members
The initial resolution of members records the company’s first formal decisions. That means adopting the constitution and confirming the first directors. Every member signs it.
Got a single shareholder? A signed record of the decision counts as a resolution. No meeting needed. You’ll come back to this template whenever shareholders make a big call, such as changing the constitution.
6. Office Holder Consent Form
Every director, and the secretary if you have one, must give written consent before they’re appointed. This form is that consent. The company keeps it. ASIC never sees it unless it asks.
Signing it is a bigger deal than it looks. You’re taking on legal duties to act in good faith and with care. Not sure how directors differ from other roles? Read up on the difference between officeholders and directors.
7. Occupier Consent Form
If your company doesn’t occupy the premises used as its registered office, the occupier must agree in writing. This form captures that.
The occupier is whoever actually occupies the premises, which isn’t always the owner. Using your accountant’s office? Your accountant signs. Running it from a home you rent? You’re the occupier, so you sign, not your landlord. File it with the rest of your records.
8. ASIC Agent Appointment
This document appoints Lawpath as your company’s registered ASIC agent. It lets us receive ASIC correspondence for you, including your annual statement, and lodge changes on your behalf when you need them.
It replaces the old Public Officer letters that used to sit in this pack. Being an agent doesn’t make your annual review disappear, though. Your company still pays ASIC’s review fee every year. ASIC compliance support covers the reminders and the lodgements.
9. Register of Members
Your register of members lists every shareholder’s name and address, the class and number of shares they hold, the date they were entered and the amount paid. The Corporations Act requires every company to keep one.
Treat it as a living document. Every share issue, transfer or cancellation means an update. A register that still shows last year’s cap table is a red flag in any investor due diligence.
10. Allotment Journal
The allotment journal logs every time the company issues new shares. It records the date, who got the shares, how many, what class and what they paid.
Think of it as the history behind your register. When you bring on a co-founder or investor later, you’ll pass a directors’ resolution to issue shares, then log the issue here. Those two documents should always match.
11. Share Transfer Journal
The share transfer journal records shares moving from one existing holder to another. Together with signed transfer forms, it gives you a clean audit trail of every change in ownership.
One non-obvious trap. Transferring existing shares can trigger capital gains tax for the person selling. Issuing new shares works differently. Talk to your accountant before you pick one route over the other.
12. Register of Charges
A charge is security a company gives over its assets, say to a bank for a business loan. This register keeps an internal record of any you grant.
What older guides miss: ASIC closed its register of company charges in January 2012. Lenders now register security interests on the national Personal Property Securities Register (PPSR). Your internal register is good housekeeping. The PPSR is where the security legally lives.
13. Register of Debentures
A debenture is a document where the company acknowledges or creates a debt. If your company issues them, it must keep a register of debentures recording each holder.
Honestly? Most small companies never write a word in this one. That’s fine. It’s in the pack so you’re ready if you raise debt funding down the track.
Which company registration documents do you need to sign, and in what order?
Five documents need signatures now. The rest sit ready until something changes. Follow this order and your records line up from day one:
- Applications for shares. Every shareholder signs their own.
- Resolution of members. All members sign to adopt the constitution and confirm the directors.
- Office holder consents. Each director (and secretary) signs.
- Occupier consent. Only if someone other than the company occupies the registered office.
- Share certificates. Signed on behalf of the company and sent to each shareholder, only after their application is in.
Then check your register of members and allotment journal match what everyone just signed. Download the lot and store it somewhere safe outside the dashboard as well. Future you will be grateful.
What happens if you never sign your company registration documents?
Your company is still validly registered. ASIC’s register doesn’t care whether your share certificates are signed. That’s exactly why unsigned paperwork is so easy to ignore.
The problem shows up later. A co-founder leaves and you want their shares. Many assume that because the certificates were never signed, the shares were never really issued. Wrong. If ASIC lists them as a shareholder and everyone acted that way, they’re a shareholder. You still need signed transfer forms, updated registers and an ASIC notification.
There’s one upside to catching mistakes early. If shares went to the wrong holder at registration and nothing has been signed yet, you can correct the documents and notify ASIC without running a formal transfer. Once they’re signed, fixing it takes more steps.
Which company records do you keep updating after registration?
Registration is the start of your record-keeping, not the end. Here’s what changes and when:
| When this happens | Update internally | Tell ASIC? |
|---|---|---|
| You issue new shares | Directors’ resolution, allotment journal, register of members, new certificate | Yes, within 28 days |
| Shares are transferred | Signed transfer form, transfer journal, register of members, new certificate | Yes, within 28 days |
| A director joins or leaves | Consent to act or resignation letter | Yes, within 28 days |
| You change the constitution | Special resolution and updated constitution | No upload, just keep it |
| Directors or members make decisions | Minutes, recorded within one month | No |
| You give a lender security | Register of charges | No, but the lender registers on the PPSR |
Changes to shares, officeholders and addresses go to ASIC on Form 484. Miss the 28-day window and late fees kick in. Every change is a two-part job: your internal records, then ASIC. Doing one without the other is how records drift out of sync.
What we see in Lawpath consultations
Lawpath’s lawyers talk to new company owners every week. The same handful of issues keeps coming up, and none of them appear on the ASIC website.
“My compliance status says 0%.” A common call months after registration. The company is fine. The formation documents were generated but never signed. It’s a 20-minute fix with everyone’s signatures in the same session.
ASIC rejects a Form 484 when adding a co-founder. The usual cause is simple arithmetic. The total shares issued for the class doesn’t match the sum of holdings entered for members. Update the share structure and the new member in the same lodgement, and make the numbers agree.
Shares land with the founder personally instead of the trust. Founders set up a trust for asset protection or tax reasons, then register shares in their own name. Every document then needs to name the trustee instead. Easy before signing, fiddly after.
Registers get treated as a one-off. Founders fill in the register of members at registration and never touch it again. Then they issue shares to an early employee or investor and update ASIC but not their own records. Two versions of the truth is a due diligence headache.
What company registration documents don’t cover
The formation pack covers your company’s legal existence and internal records. It doesn’t cover everything a new company needs. Here’s what’s still on your list:
- A shareholders agreement. If there’s more than one owner, this is the document that matters most when things get tense. It covers exits, vesting, deadlock and who can sell to whom. A shareholders deed sits alongside your constitution. The constitution vs shareholders agreement guide explains how they split the work.
- ABN, TFN and GST. Registration gives you an ACN. Tax registrations are separate. GST registration is required once turnover hits $75,000.
- A public officer. Your company must appoint one for the ATO within three months of starting business. They need to be at least 18 and live in Australia. Most small companies appoint a director.
- A company bank account. Banks ask for your certificate of registration, constitution, director IDs and personal ID. Lawpath’s compliance package includes a Letter to the Bank Manager to speed things up.
Our guide on what to do after registering your company takes you through the rest in order.
Can you sign company registration documents online?
Yes. Electronic signing is recognised for company documents, including when a company signs under section 127 of the Corporations Act. You can sign documents online straight from your Lawpath dashboard and send them to co-founders and shareholders to sign too.
For a company with three shareholders in three cities, that turns a week of printing and posting into an afternoon. When everyone’s signed, download the finished set and keep a copy in your own folder.
Company registration documents: frequently asked questions
Do I need to lodge my company registration documents with ASIC?
No. ASIC already has your registration details. Your constitution, consents, share certificates and registers stay in the company’s own records. You only notify ASIC when something changes, such as a share issue or new director, using Form 484 within 28 days.
What documents do I need to register a company in Australia?
You need a director ID for each director, a company name (or the ACN), a registered office and principal place of business, and full shareholder details. You also need signed consents from directors, the secretary and the occupier of the registered office if it isn’t the company.
How long do I have to issue share certificates?
Two months from the date the shares are allotted or a transfer is registered. Sign them after each shareholder’s application is signed. A certificate is evidence of ownership, so it doesn’t replace the ASIC notification.
Does the company constitution need to be signed?
Not the constitution itself. Members adopt it by signing the resolution of members. You don’t upload it to ASIC either, even after changes. Keep the current version with your records, because a member can ask for a copy and you must provide it within seven days.
Are my shares valid if the share certificate was never signed?
Almost always, yes. If ASIC records you as a shareholder and the company treated you as one, an unsigned certificate doesn’t undo that. Sign and issue the certificate now to tidy up the paper trail.
What if I lose my certificate of registration?
Don’t panic. Lawpath customers can download it again from the company dashboard at any time. You can also order an extract of your company details from ASIC, which banks and suppliers accept as proof of registration.
Do I still need a register of charges?
Keeping one is good practice if you give a lender security over company assets. The legal registration happens on the PPSR, which replaced ASIC’s charges register in 2012. Your lender handles that registration.
Where should I keep my company registration documents?
Registers must be kept at the registered office or principal place of business, or be available there. Electronic records are fine if they’re accurate and you can produce them in readable form. Keep a backup outside your dashboard too.
Your next step
If your formation documents are sitting unsigned right now, you’re not behind. It’s the most common thing we see, and it’s one of the easiest to fix. Five signatures, in the right order, and your company’s records are in better shape than most.
Haven’t registered yet? Lawpath prepares all 13 documents for you, ready to sign online the day your company is registered. Register your company today.
