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SS Lecture 4 - SS Lecture 4 Overview Co Registration HRS 4...

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1 SS Lecture 4 Overview Co Registration HRS ¶4-100-¶4-140 Pre-registration contracts HRS ¶4-200 Internal governance rules HRS ¶4-300-¶4-660 Single director/s/holder coies HRS ¶4-720 Registering companies Companies created through registration by ASIC Application for registration lodge application with ASIC: s 117(1) Two alternatives: Form on ASIC website (Form 201) register under ASIC’s Electronic Company Registrations Scheme (ECR) (includes Form 201 requirements & relevant consents: s120(1)) Contents of the Application s 117(2): application must include: type of Co (eg: a proprietary or public company) class of Co (eg: a Co limited by shares, an unlimited Co or a no-liability Co) - Co’s proposed name (unless ACN is used) - whether public co has a constitution or relies on replaceable rules Contents of the application name & address of members, directors & Co secretary address of Co’s regd office & principal place of business details of shareholdings (& whether fully paid) details of the applicant for registration the State / Territory in which co is taken to be registered Registration by ASIC ASIC may give Co an ACN, register Co & issue certificate of registration: s 118(1). Certificate states: Co’s name, ACN & type date of registration State/ Territory in which Co is taken to be regd
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2 Effect of registration S 119 S 119A(1) Company Names Name or ACN: s 148(1) public Cos with limited shareholder liability or with liability limited by guarantee, must end in ‘Limited’ or ‘Ltd’: or Ltd : ss 148(2) & 149(1) proprietary Cos with limited shareholder liability, must end in ‘Proprietary Limited’ or ‘Pty Ltd’: ss 148(2) and 149(1) Unlimited proprietary Cos end with ‘Proprietary’ or ‘Pty’: ss 148(3) & 149(1) No-liability Cos end with ‘No liability’ or ‘NL’: ss 148(4) & 149(1) Use of co name
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