After registering your company with LawPath, you will receive 13 documents. There are a few important actions you need to do in order to correctly complete the process of establishing your new company.
Note: You will need to print and store the completed documents in a secure location at your company’s Registered Office. We also recommend that you store the electronic version in multiple secure locations.
Get started with a Legal Health Check
We have specially designed a Legal Health Check for new companies. By completing your free Legal Health Check, our intelligent technology will analyse your business information and offer suggestions to help protect your new company’s interests. It includes:
- Step-by-step guide to completing the setup of your new company;
- Customised legal health report for your business; and
- Tips and tricks to staying legally compliant.
Here is a step-by-step guide on how to use the 13 documents you will receive upon registration
1. Certificate of Company Registration
This document certifies that your business is a registered company under the Corporations Act 2001 (Cth), registered in the state or territory you chose to register in, and includes the day of commencement of registration.
You will also receive a hard copy Certificate of Company Registration in the mail, sent to you directly by the Australian Securities and Investments Commission (ASIC).
2. Constitution
A company’s Constitution is an essential and crucial document that governs a company’s internal management, including the relationship of its directors and shareholders, and the activities of the company.
A company is required to provide an up-to-date copy of its company Constitution 7 days after receiving a request from a member of the company (or payment, if payment is charged). It is, therefore, imperative to have an up-to-date Constitution.
3. Share Certificates
A Share Certificate is a document signed on behalf of the company, providing legal proof of a shareholder’s ownership over the indicated number of shares. You will need to provide a copy of the share certificates to each and every entity or individual that hold shares in your new company.
4. Blank application for Shares
An Application for Shares document indicates the number of shares and type of shares that an entity is applying for. This application form is used if a person (including an existing member of the company) wishes to obtain shares in the company. It also serves as an agreement by that entity to be bound by the Constitution of the company, and authorises the company to put his/her/its name in the Member Register.
5. Share Journals
A Share Journal is a detailed record of the date that shares are allocated, along with the number of shares issued by the company, amounts, and other details. This should be updated if new shares are issued in the future.
An Allotment Journal provides the details of shares that are issued by the company and should also be updated each time new shares are issued.
6. Office Holder Consent forms
It is a legal requirement that all company secretaries, directors, and members agree , in writing, to act in the appointed capacities before a company is registered. Officer Holder Consent forms facilitate this process.
You will need to ensure that the Office Holder Consent forms are signed by each intended director and the secretary of the company.
7. Public Officer Letter to Commissioner of Taxation
Under Australian law, a company must be represented by a duly appointed ‘Public Officer’ within 3 months after the company commences to carry on business or derive income. The Public Officer liaises with the tax office and is responsible for taxation matters.
The Public Officer Letter to the Commissioner of Taxation is a notification to the ATO, including giving the ATO the company’s Tax File Number for taxation purposes. You must complete and send the ‘Letter to Commissioner of Taxation‘.
8. Occupier Consent Form
If you do not occupy the Registered Office (e.g. you operate from a different location), the entity that occupies the Registered Office needs to signs the Occupier Consent Form. This form is a written consent for the company to use the property occupied by the occupier as its registered office.
9. Member Register
A member of a company is commonly called a shareholder. A Member Register is a record of the names and addresses of a company’s shareholders, together with the number and class of shares that each shareholder holds.
Under the Corporations Act, a company is required to keep an up-to-date register of all members, including each member’s name, address and the date at which they became a member.
10. Blank Consent Forms and Share Certificates
These blank Consent Forms and Share Certificates are included for you to use as and when you need to.
Note: If the share holdings are not beneficially held (e.g. when trusts are used), add the name of the beneficial holder to the Share Certificate(s), Resolution of Members, and Allotment Journal.
11. Register of Charges and Debentures
A charge is a secured interest over an asset(s) of a company. Under the Corporations Act, a company is required to keep a register of all charges that the company has over its property, and must include all the information that is contained in the attached register.
A Register of Debentures is a document issued by a company that acknowledges or creates an existing debt, or makes a provision for the repayment of a future loan. It may or may not include a charge.
It is essential that a company keeps an up-to-date register of charges and debentures it issues to keep track of them.
12. Resolution of Members
A resolution is a formal means by which decisions are made in a meeting of company shareholders. This Resolution of Members document provides a template for you to maintain a record of the resolutions proposed and accepted by the members of your company.
All members (i.e. shareholders) need to sign the first ‘Resolution of Members’ document to confirm the appointment of its officers, registered office, adoption of the constitution and the issue of its shares.
13. Share Transfer Journal
A Share Transfer Journal keeps a record of the transactions in transfer of shares between shareholders, ensuring that there is a clear audit trail of each transfer. This document must be updated every time a shareholder transfers its shares to another entity or individual.
Unsure where to start? Contact a LawPath consultant on 1800 LAWPATH to learn more about customising legal documents, obtaining a fixed-fee quote from our network of 600+ expert lawyers or to get answers to your legal questions.
