Guide to Pty Ltd Company Incorporation Pack

Australian Capital Territory
New South Wales
Northern Territory
Queensland
South Australia
Tasmania
Victoria
Western Australia

Create this legal Document

Contact us to create this legal document.

Most Popular

Self Service

Create the document instantly yourself by entering the key details.

A$

Most Popular

Self Service

Create the document instantly yourself by entering the key details.

A$

Self Service

Self Service is not yet available for this document.

Lawyer Assisted

Create the document yourself with 30 mins help from a lawyer.

Create the legal documents yourself with 2 hours help from a lawyer.

A$

Lawyer Assisted

Create the document yourself with 30 mins help from a lawyer.

Create the legal documents yourself with 2 hours help from a lawyer.

A$

Lawyer Assisted

Lawyer Assisted is not yet available for this document.

Create the legal documents yourself with 2 hours help from a lawyer.

Contact Us

Full Service

We create a bespoke document based on
your instructions.

From:

A$

Varies

Please turn your device to landscape mode to begin creating your document.

Please turn your device to landscape mode to begin creating your document.

Please turn your device to landscape mode to begin creating your document.

Please turn your device to landscape mode to begin creating your document.

Thank you! Your message has been received!
Oops! Please check your details and try again.
No items found.

Initial Step: Incorporate the Pty Ltd Company under the Corporations Act Cth. (2001)

To quickly + cost effectively (circa $550) incorporate + register a new Pty Ltd company under the Corporations Act Cth. (2001) with ASIC we use + recommend an online Australian Pty Ltd company incorporation service eCompanies.

You can create the new Pty Ltd company yourself or we can create it on your behalf.

Note: There are ongoing annual ASIC fees.

Please read our FAQ:

Why use a "Special Purpose" Corporate Trustee to control your Family / Discretionary Trust? for a summary of the pro's and con's to assist with your decision (if you are considering this strategy).

Other Pty Ltd Company Formation Documents

We recommend all Director/s + Shareholder/s complete our Free Legal Health Check [Australia].

Below we have summarised all of the typically required Pty Ltd Company Formation Documents under the Corporations Act Cth. (2001) we provide via our Legal Document Portal:

Standard Pty Ltd Company

Consent to Act as a Director/Officer for each Director/Officer [FREE];

✅ Pack for appointment of directors/officers [FREE];

✅ Director approval of execution of documents;

✅ Deed of Access and Indemnity for each Director/Officer;

✅ Application forms for issue of up to 5 new securities of different types/classes;

Consent to become a Shareholder, Share Certificates for all initial Shareholdings;

✅ Establishment of all required Company Registers; and the

Company Constitution

✅ Shareholders' / Unitholders' Agreement (If there is more than 1 Shareholder).

"Special Purpose" Pty Ltd Corporate Trustee

Consent to Act as a Director/Officer for each Director/Officer [FREE];

✅ Pack for appointment of directors/officers [FREE];

✅ Director approval of execution of documents;

✅ Deed of Access and Indemnity for each Director/Officer;

✅ Application forms for issue of up to 5 new securities of different types/classes;

Consent to become a Shareholder, Share Certificates for all initial Shareholdings; and the

✅ Establishment of all required Company Registers.

Apply for ABN and TFN, and open a separate bank account

Upon establishment of the Pty Ltd Company under the Corporations Act Cth. (2001), you need to:

1️⃣  Promptly make an application for an ABN and TFN for the Pty Ltd Company (or Trust - if applicable); and

2️⃣  Open a separate bank account in the name of the Pty Ltd Company (or Pty Ltd Company "as trustee for" the full name of the trust - if applicable).

Social Sharing Image: Courtesy of Christine Roy on Unsplash

Test your knowledge and get a discount for this document: take the Foreign Investment +/or Doing Business in Australia ➲ Quiz.

Enter the code WHen you pay full price to Purchase one of the following Self Service documents:

No items found.

Re-Enter the code at checkout each time you buy the following documents to get a discount:

No items found.

Resources

What clients say

swipe left or right to view more testimonials
James has been great to work with. I called him on a Monday and by Tuesday he had a formal [19-Page] Concerns Notice sent to a person defaming me and my business. He stayed in touch throughout the day, kept me updated regularly and was diligent to ensure we were exercising all of my rights under the law. Thanks, James!

Crystal Polson | Defamation & Injurious Falsehood [Vic]

,

Google

23

May 2023

James was great, going above and beyond to help me with my enquiry. He provided detailed explanations with references to the appropriate regulations and case examples.

Siyuan W. | Landlord (NSW)

11

May 2023

We needed a really good lawyer and after doing our research we decided to contact Blue Ocean Law Group. James runs a very efficient service and has extensive knowledge of Defamation Law. Nothing was a problem. James would follow up with me regarding issues that had arisen. He dealt with each issue in a professional and ethical manner. James would explain every detail on the phone and the process could not have been easier!

Lake Macquarie Coastal Glass | Defamation Concerns Notice (NSW) [1 of 2]

,

Google Review not showing (Assume another AI error has occurred!)

3

Mar 2023

Blue Ocean Law Group's website has plenty of information in easy, layman's language that explains how Defamation Law works in Australia and from there, it was really easy to book an appointment online. James is a thoroughly professional Lawyer and it was a pleasure dealing with him. Keep up the good work, James! Cheers! ⭐️⭐️⭐️⭐️⭐️

Lake Macquarie Coastal Glass | Defamation Concerns Notice (NSW) [2 of 2]

3

Mar 2023

(Translated by Google) Lawyer James Ford was the best. He assisted me all the way through a dispute with a tenant who tried his best to extort money from the landlord due to a conflict with another tenant. James is reliable in his profession amongst lawyers in this field ... James patiently guided me, a landlord whose English is my second language, throughout the whole process ... It was because of his command that my case was turned from a disadvantage to an advantage. His charges are also very reasonable. So if you are a landlord I would highly recommend 'James Ford' to you.

Carol Ma | NCAT Landlord Tenant Dispute (NSW)

6

Feb 2023

Very helpful and thorough advice. James was able to explain the options available to us in detail, and the implications involved. He was knowledgeable and very professional. Would definitely go to him again.

Haim Zagroon

12

Jan 2023

James was very patient and understood my legal issues. He gave me the most detailed answer he could and extended the time as he wanted to give me the answers I needed. He was very knowledgeable in his area and was able to offer me insightful advice. Would highly recommend.

Wenyi

23

Dec 2022

Our case was unique. My client was based in Thailand and we needed a lawyer in Australia. After searching several firms in NSW we found Blue Ocean Law Group. James was very helpful. He explained the matter in detail via emails and on several occasions over the phone to us in Thailand. The resources on the firm's website were also very helpful in providing additional information for us. I would highly recommend James and will use him again if we need a lawyer in Australia.

Samram Laepong

18

Dec 2022

Great Service and very professional!

Zhang Rose | NSW Real Estate Agent + Landlord

22

Nov 2022

General FAQ

Why use a Family Trust with a "Special Purpose" Corporate Trustee?

Who can you appoint as a trustee of your Family Trust?

The trustee of your Family / Discretionary Trust may be:

⚖️ One or more individuals; or

⚖️ A "Special Purpose" Pty. Ltd. Corporate Trustee incorporated under the Corporations Act Cth. (2001).

What is a Corporate Trustee?

A Corporate Trustee is normally a private (i.e. proprietary limited) "Special Purpose" Pty. Ltd. company incorporated under the Corporations Act Cth. (2001) with ASIC for the sole purpose of acting as the corporate trustee of your Family Trust.

What is meant by "Special Purpose"?

A trustee company, or in other words a Corporate Trustee is:

✅ Normally a private non-trading (that is, it does not deal with the public at large, so it is therefore not exposed to the many possible liabilities which arise when a business trades with the public) company;

✅ Which is specially incorporated incorporated under the Corporations Act Cth. (2001) for the purpose of being appointed to act as the sole trustee of a Family Trust.

Why use a Family Trust with Corporate Trustee?

Advantages

The advantages of using a Family Trust with Corporate Trustee include:

✅ Limited Liability:

A Corporate Trustee is a separate legal entity incorporated under the Corporations Act Cth. (2001) and has the benefit of limited liability.

This means that the individual directors will not be held personally liable (excluding exceptional circumstances such as an instance of fraud).

✅ Separation of Assets:

Using a Corporate Trustee automatically ensures that trust assets are kept separate from personal assets as they are held in the company name.

To further strengthen this advantage, it is generally recommended that being the trustee of the trust is the sole purpose of the Corporate Trustee.

If the company also runs a business, such that it is trading with the public, confusion can be created regarding whether it is holding assets in its own name or on behalf of the trust.

✅ Reduction of Land Tax:

The higher the value of the property or properties held in an individual's name within the same state or territory, the more potential land tax is payable.

If each property is instead held in a separate Family / Discretionary Trust with a different Corporate Trustee, you can obtain the benefit of the land tax-free threshold for each property, and if land tax is payable, the lowest possible land tax rate would be applied.

 Simpler Administration:

No additional income tax return will be required for the Corporate Trustee, as it will qualify for non-active status with the ATO.

If there is a need in the future to change the control of the trust, having a Corporate Trustee will save you a lot of time, effort and cost.

In order to change control of the trust, it becomes a simple matter of preparing a share transfer form and/or a resolution to appoint or resign a director with the appropriate form being lodged with ASIC.

For example: Changing control of a Family Trust which owns real estate

When a Family Trust purchases a property, the property is held in the name of each trustee that is listed on the certificate of title "as trustee/trustees" rather than the name of the Family Trust itself.

If individuals are named as trustees, then when a trustee changes, a lawyer is required to be retained to effect the required updates to the certificate/s of title together with any associated mortgage documentation.

When there is a Corporate Trustee incorporated under the Corporations Act Cth. (2001) all that needs to be done is to prepare a share transfer form and/or a resolution to appoint or resign a director with the appropriate form 484 being lodged with ASIC.

These changes can be made easily and at a nominal cost.  

Even though the shareholders and directors of the trustee company may change, the trustee company will still remain as the sole trustee of the Family Trust.

This means that no change is required to the certificate of title/s or to any associated mortgage documentation.

When might the control of the family trust need to be changed?  

Almost all trusts (which in Australia generally have a maximum term of 80 years: refer to this FAQ for more information) will need to effect a change of control of the Family Trust at some point in time.

Examples of when there is a need to change control of the Family Trust include:

⚖️ Your children take over your trust when you pass away;

⚖️ You change accountants/lawyers who have been acting as a professional trustee as you're not happy with their service;

⚖️ You change accountants/lawyers who have been acting as a professional trustee as you relocate within Australia or they close down or sell their business;

⚖️ You may need to change trustee if you move overseas;

⚖️ The death of any individual trustee (See below discussion: a Corporate Trustee incorporated under the Corporations Act Cth. (2001) does not die);

⚖️ Your marriage or relationship comes to an end.

✅ Simple succession: A corporate trustee incorporated under the Corporations Act Cth. (2001) does not cease upon the death of one of its directors.

Whereas if an individual trustee dies (in particular if they are the only remaining trustee) there will be legal costs + complications regarding the continued administration of the trust.

Disadvantages

The main disadvantage involved in using a Corporate Trustee incorporated under the Corporations Act Cth. (2001) with a Family Trust is the up-front + ongoing annual costs.

Incorporating a company incorporated under the Corporations Act Cth. (2001) can be done online, quickly and cost effectively using a service such as eCompanies (circa $550).

All companies have ongoing annual ASIC fees.

If the cost of incorporating and maintaining a "Special Purpose" Corporate Trustee is a prohibitive factor in deciding whether or not to form your Family Trust then you need to seriously consider whether it is worthwhile to form the Family Trust in the first place.

Credits:

This FAQ was created by James D. Ford GAICD | Principal Solicitor, Blue Ocean Law Group℠.

Important Notice:

This FAQ is intended for general interest + information only.

It is not legal advice, nor should it be relied upon or used as such.

We recommend you always consult a lawyer for legal advice specifically tailored to your needs & circumstances.

How do Drag-Along + Tag-Along Rights work?

What are Tag-Along Rights?

Tag-along rights give non-selling securityholders the right to sell alongside the selling securityholder (ie, the selling securityholder can't complete its sale unless the proposed purchaser also offers to buy out the tagging securityholders).

What are Drag-Along Rights?

Drag-along rights give the selling securityholder the right to force the non-selling securityholders to also sell to the proposed purchaser.  

This is particularly important where the proposed purchaser will only complete if it gets 100% ownership.

Check you Shareholders' / Unitholders' Agreement

Depending upon the terms of your Shareholders' / Unitholders' Agreement, generally both Tag-along and/or Drag-along rights apply in the event of a proposed sale of shares by a securityholder.

Generally tag/drag rights will only apply:

✅ After the transfer pre-emption provisions have been followed;

✅ If the remaining securityholders do not offer to purchase all of the sale securities;

✅ If the seller then elects to sell all of the sale securities to a bona fide third party; and

✅ If the size of the proposed sale exceeds specified thresholds.

What if there is no Shareholders' / Unitholders' Agreement?

If there is no Shareholders' / Unitholders' Agreement, then the above tag-along / drag-along rights will not be able to be exercised.

Once there are multiple Shareholders / Unitholders it is often too late to get them all to unanimously agree to enter upon agreed terms of a Shareholders' / Unitholders' Agreement.

The ideal time to establish these important rights is in a Shareholders' / Unitholders' Agreement entered at establishment.

That is, before more than 1 Shareholders / Unitholders subscribe for securities.

If you would like the tag/drag rights to apply in the above and/or any other circumstances, we recommend you obtain legal advice at the time the Shareholders' / Unitholders' Agreement is being drafted.

Typical Thresholds Triggering Tag-along rights

Tag-along rights will apply if a proposed sale would result in a third party acquiring a certain level of voting power or more.  

Please note that, since the threshold is linked to voting power, a choice of 100% can make sense where the intention is to permit the holders of non-voting securities to tag along in an exit by the holders of all voting securities.  

Voting power threshold for tag-along rights is typically 80-90%.

This is a percentage of the total securityholder voting rights.

The tag-along rights will only apply if the sale would result in a third party acquiring this level of voting power or more.

Typical Thresholds Triggering Drag-along rights

Voting power threshold for drag-along rights is typically 80-90%:

This is a percentage of the total securityholder voting rights.

The drag-along rights will only apply if the sale securities carry in total this level of voting power or more.

Credits:

This FAQ was created by James D. Ford GAICD | Principal Solicitor, Blue Ocean Law Group℠.

Important Notice:

This FAQ is intended for general interest + information only.

It is not legal advice, nor should it be relied upon or used as such.

We recommend you always consult a lawyer for legal advice specifically tailored to your needs & circumstances.

What is Key Person Insurance or Buy/Sell Insurance?

What is Key Person Insurance or Buy/Sell Insurance?

Key Person Insurance or Buy/Sell Insurance (or in the case of a Partnership Agreement, Partnership Buyout Insurance) provides the funds needed for the remaining owners of a business/trust to:

✅ Takeover or purchase the exiting owners share; and/or

✅ Have access to the required funds to replace the Key Person or recover from the loss of the Key Person from the business …

In the event of their death, total and permanent disability, or severe illness/trauma such as heart attack, stroke, cancer and/or paraplegia.

This type of insurance cover helps the business continue running with minimal disruption.

For the departing person or their estate, this insurance assists them to receive the agreed (normally market value) of their shareholding in return for transferring their business share to the remaining owners of the business/trust, or terminating their Employment / Independent Contractor Agreement.

Best Practice in a Shareholders' or Unitholders' Agreement

The Best practice within a Shareholders' or Unitholders' Agreement is to include terms that ensure life, permanent disability + trauma insurance is taken out in relation to all of the Securityholders.

The company or unit trust pays the annual insurance premiums.

Then, if a Securityholder is required to offer its securities for sale to the remaining Securityholders as a result of death, permanent disability + trauma sufficient to be covered by the insurance policy, the proceeds of the insurance policy are used to assist the remaining Securityholders in buying those securities.

The directors or trustee/s determine the amounts for the insurance policy from time to time, with the consent of Key (that is the majority or controlling) Securityholders.

Death or Incapacity of a Securityholder

In our Shareholders' or Unitholders' Agreement, by default, the death or incapacity of a Securityholder will not trigger a right for the other parties to buy out that Securityholder.

If you choose to add our Best Practice Buy/Sell Insurance provisions to the  Shareholders' or Unitholders' Agreement, then death/incapacity will be added as a trigger event requiring the affected party to offer its securities for sale to the remaining Securityholders.

Professional Tax/Accounting/Legal Advice is always Recommended

The potential for future ownership changes, and triggered tax implications {including income tax, capital gains tax, and fringe benefits tax) should be considered before final arrangements are made.

Credits:

This FAQ was created by James D. Ford GAICD | Principal Solicitor, Blue Ocean Law Group℠.

Important Notice:

This FAQ is intended for general interest + information only.

It is not legal advice, nor should it be relied upon or used as such.

We recommend you always consult a lawyer for legal advice specifically tailored to your needs & circumstances.