Australian Companies – Corporations Act requirements

Australian companies are registered under the Corporations Act 2001 (CA) and must comply with its requirements.

Company Types

There are two major types of Australian companies, proprietary companies and public companies.

  • Proprietary companies must:
    • have no more than 50 non-employee shareholders; and
    • not engage in any activity that would require disclosure to investors (e.g. prospectus) except for an offer of its shares to existing shareholders or employees of the company.
  • Public companies are companies that are not proprietary companies.

Corporations Act Requirements

CA requirements for Australian companies include the following:

(a)    Directors

Proprietary companies must have at least one director of which at least one must be an Australia resident director, while public companies must have at least three directors of which at least two must be Australian resident directors.

(b)    Secretaries

Public companies must have at least one Australian resident secretary, while there is no company secretarial requirement for proprietary companies (if there is no company secretary, then the directors assume the CA responsibilities of a company secretary).

(c)    Registered office

The registered office must be in Australia and cannot be a Post Office address.

(d)    Minute Book and Statutory Registers

The minute book(s) and statutory registers must be kept in Australia.

The statutory registers to be kept by all Australian companies include Register of Members (shareholders), Register of Optionholders, Register of Charges and Register of Debenture Holders.

(e)    Financial reporting

Public Companies must prepare and lodge (file) with the Australian Securities and Investments Commission (ASIC) an audited financial report within four months of the end of each financial year (three months for a listed public company), except in certain circumstances where relief from this is granted under certain ASIC Class Orders.

 Small Proprietary Companies (as defined in the CA) do not have to prepare or lodge a financial report, unless they are controlled by a foreign company and are not consolidated into another financial report lodged with ASIC (though certain ASIC Class Orders may provide relief to some of these companies).

Large proprietary companies have to prepare and lodge an audited financial report within four months of the end of each financial year, except in certain circumstances where relief from this requirement is granted under certain ASIC Class Orders.

(f)    Shareholder details

Proprietary companies are required to notify ASIC of any changes to its register of members.  Thus shareholder details are on the public record for proprietary companies.

 Public companies are not required to notify changes of shareholders (members) to ASIC and so there are no shareholder records for public companies available at ASIC.

(g)    Constitutions

Public companies are required to lodge their constitution or any changes to their constitutions with ASIC.

 Proprietary company constitutions are not lodged with ASIC.

Hopkins Corporate Solutions services

To assist companies to meet these requirements, Hopkins Corporate Solutions offers the services of an Australia resident director and/or company secretary on either a permanent basis or for a short period as the need requires.

Please Contact Us if you require any further details.