CORPORATIONS ACT 2001
To register the body as a company under this Part, a person must lodge an application with ASIC.
Note 1: For the types of companies that can be registered under this Part, see section 601BA .
Note 2: A name may be reserved for a company to be registered under this Part before the application is lodged (see Part 2B.6 ).601BC(2)
The application must state the following:
(a) the type of company that the body is proposed to be registered as under this Act;
(b) the name of the body;
(c) if the body is a registered body - its ARBN;
(d) the proposed name under which the body is to be registered (unless the ACN is to be used);
(e) the name and address of each member of the body;
(f) the present given and family name, all former given and family names and the date and place of birth of each person who consents in writing to become a director;
(g) the present given and family name, all former given and family names and the date and place of birth of each person who consents in writing to become a company secretary;
(h) the address of each person who consents in writing to become a director or company secretary;
(i) the address of the body ' s proposed registered office;
(j) for a body proposed to be registered as a public company - the proposed opening hours of its registered office (if they are not the standard opening hours);
(k) the address of the body ' s proposed principal place of business (if it is not the address of the proposed registered office);
(l) for a body proposed to be registered as a company limited by shares or an unlimited company - the following:
(i) the number and class of shares each member already holds or has agreed, in writing, to take up;
(ii) the amount each member has already paid or agreed, in writing, to pay for each share;
(iia) whether the shares each member already holds or has agreed, in writing, to take up will be fully paid on registration;
(iii) the amount unpaid on each share;
(iv) whether or not the shares each member agrees in writing to take up will be beneficially owned by the member on registration;
(v) on registration, the classes into which shares will be divided;
(vi) for each class of share on issue on registration - the number of shares in the class on registration;
(vii) for each class of share on issue on registration - the total amount paid up for the class on registration;
(viii) for each class of share on issue on registration - the total amount unpaid for the class on registration;
(la) whether or not, on registration, the company will have an ultimate holding company;
(lb) if, on registration, the company will have an ultimate holding company - the following:
(i) the name of the ultimate holding company;
(ii) if the ultimate holding company is registered in Australia - its ABN, ACN or ARBN;
(iii) if the ultimate holding company is not registered in Australia - the place at which it was incorporated or formed;
(lc) for a body proposed to be registered as a company limited by shares or an unlimited company - the top 20 members of each class (worked out according to the number and class of shares each member holds and has agreed, in writing, to take up);
Note: See also section 107 .
(m) for a body proposed to be registered as a public company, if shares have been issued for non-cash consideration - the prescribed particulars about the issue of the shares, unless the shares were issued under a written contract and a copy of the contract is lodged with the application;
(n) for a body proposed to be registered as a company limited by guarantee - the amount of the guarantee that each member has agreed to in writing;
(o) the State or Territory in this jurisdiction in which the company is to be taken to be registered.
Note 1: Paragraph (h) - the address that must be stated is usually the residential address, although an alternative address can sometimes be stated instead (see section 205D ).
Note 2: Paragraph (i) - if the body when it is registered under this Part is not to be the occupier of premises at the address of its registered office, the application must state that the occupier has consented to the address being specified in the application and has not withdrawn that consent (see section 100 ).
If the body is proposed to be registered as a public company, the application must be accompanied by a copy of each document (including an agreement or consent) or resolution that is necessary to ascertain the rights attached to issued or unissued shares of the body. 601BC(4)
The application must be in the prescribed form. 601BC(5)
An applicant must have the consents and agreements referred to in subsection (2) when the application is lodged. After the body is registered as a company, the applicant must give the consents and agreements to the company. The company must keep the consents and agreements. 601BC(5A)
An offence based on subsection (5) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .
The following documents must be lodged with the application:
(a) a certified copy of a current certificate of the body ' s incorporation in its place of origin, or of a document that has a similar effect;
(b) a certified printed copy of the body ' s constitution (if any);
(d) any other documents that are prescribed;
(e) any other documents that ASIC requires by written notice given to the body.
A document need not be lodged if ASIC already has the document and agrees not to require its lodgment.
The application must be accompanied by evidence that:
(a) the body is not a Chapter 5 body corporate; and
[ CCH Note: Regulation 10.25.02(3)(i) (which was effective 1 March 2017) provides that the amendments made by No 11 of 2016, s 3, Sch 2 apply in relation to external administrations on and after 1 September 2017.]
(b) no application to wind up the body has been made to a court (in Australia or elsewhere) that has not been dealt with; and
(c) no application to approve a compromise or arrangement between the body and another person has been made to a court (in Australia or elsewhere) that has not been dealt with.
The application must be accompanied by evidence that under the law of the body ' s place of origin:
(a) the body ' s type is the same or substantially the same as the proposed type specified in the application; and
(b) if the members of the body have limited liability - the body ' s constitution defines how and to what extent that liability is limited; and
[ CCH Note: There is no paragraph 601BC(8)(c).]
(d) the transfer of the body ' s incorporation is authorised; and
(e) the body has complied with the requirements (if any) of that law for the transfer of its incorporation; and
(f) if those requirements do not include consent to the transfer by the members of the body - the members:
(i) have consented to the transfer by a resolution that has been passed at a meeting by at least 75% of the votes cast by members entitled to vote on the resolution; and
(ii) were given at least 21 days notice of the meeting and the proposed resolution.
The evidence lodged in accordance with subsections (7) and (8) must be satisfactory proof to ASIC of the matters referred to in those subsections.
Note: Section 1304 requires documents that are not in English to be translated into English.