Books and Records:
Pty Ltd. is a share structure proprietary company, limited by shares. This means that your company must not engage in any activity that would require disclosure to investors under Chapter 6D of the Corporations Act 2001 except for an offer of its shares to its employees of the company or a subsidiary of the company or existing members of the company. It is imperative to notify ASIC of any changes of information as soon as possible or at least within 28 days of the change without incurring any lodgment fees. Things you will need to notify ASIC include: when a new director, alternative directors or secretary is appointed, or when a current one ceases, change to the name or residential address of the officeholders, resignation or retirement of officeholders.
Under s286 (1) of the Corporations Act 2001, a company must keep written financial records that correctly record and explain its transactions, financial performance and position. Such financial records are defined in s9 of the Corporations Act 2001 including invoices, receipts orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers, documents of prime entry, working papers and other documents, the method by which financial statements are made up and any adjustments to be made in preparing financial statements. Financial records can be kept electronically but such record must be convertible into hard copy made available within a reasonable time to a person who is entitled to inspect the records under section 288 of the Corporations Act 2001.
As officeholders, you must follow the requirements set out in the Corporations Act. This include to ensure company details are kept up to date, maintaining various registers and records and to pay the appropriate lodgment and annual review fees to avoid late fees and non-compliance action. Both director and secretary must ordinary reside in Australia. Directors are responsible for managing the company’s business and may be liable for debts incurred by the company at a time when the company is unable to pay those debts fall due.
Under section 191 of the Corporation Act 2001, if a director of a company who has a material personal interest in a matter that relates to the affairs of the company, he or she must give the other director notice of the interest unless exceptional rules applies.
Written consent requirements and keeping of records:
Both directors and secretary must ordinarily reside in Australia. Written consent must be obtained from directors, the secretary and members. Please note that you must have the relevant consents and agreements when you lodge the application.
Reservation of a company name: $44.00
Registration of the company: $444.00
You must display your company name whenever your company carries business at every place that is open to public. You must provide your Australian Company Number (‘ACN’) or Australian Business Number (‘ABN’) and common seal (if your company has one) on every public document of the company and other relevant documents for lodgment to ASIC.
Each year, ASIC will send you an annual statement after the anniversary date of the registration of your company. Your annual statement will include your company statement which shows a snapshot of your company details as at the review date and an invoice statement displaying the amount due and due date for payment of the annual review fee. This invoice statement will show the total amount owing by your company and if any fees were incurred prior to the issue date.
ASIC can either send your company’s annual statement to your online inbox, the email address you nominated, to your registered agent’s address or your nominated mailing address.