Australia Setting Up Business in Australia

Company Formation

We will be happy to assist you to:

Establish an Australian limited liability company
Provide your Firm a local business address
Offer accounting and taxation support and
Open a corporate bank account (if required)

You will not have to travel to complete company formation and corporate bank account opening. Atrium will complete these tasks on your behalf.

To be able to engineer the optimum Corporate Structure for your business, it is important for us to have a good understanding of your business and your personal objectives. In this respect, we think it will be advisable to discuss the different Australian corporate solutions available to you. Feel free to contact and email us with your purposes for this company registration.

Australia Company Formation

A properly structured Australia private limited company is an excellent corporate vehicle through which business in Australia, and internationally, can be conducted. The following information will help you determine whether Australia Company formation is the optimum structure to meet your business objectives.

Advantages of Incorporating in Australia

An Australian Company projects an excellent image to your customers and suppliers.

There are no minimum capital requirements with Australia Company formation.

Only one resident director and shareholder is required to meet Australia Company formation regulations.

Australia Company formation permits 100% foreign ownership.

It is easy to open corporate bank accounts all over the world to support Australia Company formation.

According to a World Bank survey, Australia is one of the easiest places in the world to do business.

The government provides various incentives to investors to support Australia Company formation.

Disadvantages of Incorporating in Australia

An Australia Company formation structure is subject to corporation tax for income generated in Australia and internationally.

To comply with Australia Company formation law, at least one Company director must be resident in Australia, and the Company Secretary must be Australian resident.

There is a public register of shareholders and directors of every Australian Company.

An Australian Company must submit annual accounts, tax return and undergo an audit.

Other Information

Refer to the following links to read more information on Australia Company formation:

Australia Corporate Structuring

Important factors to consider when determining whether an Australia Company is the optimum corporate vehicle include for your business;

An Australia Company will be subject to an annual audit; and

In accordance with Section 145 (1) of the Australian Companies Act 2001, every Australian Company shall have at least one director who is ordinarily resident in Australia. Most of our Clients request Atrium to be the resident director.

In accordance with GST Law, an Australian Company is obliged to register for GST. Atrium will be happy to assist you with GST registration.

Types of Entities in Australia
Proprietary and Public Companies

A proprietary company is one which is limited by shares and the number of members is limited to 50 non-employee members (counting joint holders of shares as one person) and not counting a person who:

Is employed by the company or any of its subsidiaries and is a member of the company, or

Was an employee of the company or any of its subsidiaries when he or she became a member of the Company.

The Constitution of a proprietary company usually restricts the transferability of its shares by bestowing absolute discretion upon the Directors and a proprietary company cannot offer its shares for sale or subscription to members of the general public.

All other companies not covered by the above definition are deemed to be public companies.

Incorporation procedures

Completion of Atrium Corporate Structure document;

Atrium Incorporation Team performs a company name search with the Australian Regulatory Authority and if approved, we begin incorporation of your Australian Company;

Atrium prepares the following corporate documents for filing with the Australian incorporating authority: – The Memorandum and Articles of Association; – A Statutory Declaration of Compliance; and – A Notice of Situation of Registered Office.

Atrium receives an email of the Certificate of Incorporation from the Australian Registrar of Companies. Our team will immediately email the same to you;

Atrium files the following documents with the Australian Company Registrar: – Notification of Appointment of First Directors and Secretary; – Letter of Appointment of First Directors; and – Consent to Act as Director.

Atrium applies for the original Business Registration Certificate and pays the Government taxes and levies.

Atrium prepares all post incorporation documents, including minutes of the first meeting, preparation of By Laws, issuance of initial Share Certificates. These documents are emailed to our Client for his/her signature;

Upon receipt of client signed corporate documents, Atrium couriers a company kit folder to our client containing the following original corporate documents: – Original copy of Certificate of Incorporation; – An original bound copy of the Memorandum and Articles of Association; – Subscribers’ resolution appointing first directors; – Original share certificates; – An original printout of the Company structure from the Australian Public Register.

Disclosure of Beneficial Ownership to Authorities

Companies must disclose on incorporation and whenever situations change:

The ultimate holding company (if any) of an Australian Company, and
Whether or not (Y/N) shares held by a registered member are beneficially held.

Australia as a Corporate Jurisdiction

Key Corporate Features

General

Type of Company Proprietary Limited
Type of Law Common
Shelf Company Availability No
Time to Establish a New Company 3 Days
Minimum Government Fees (Excl. Taxation) AUD444 1st Year AUD236 p.a. Thereafter
Corporate Taxation  30%
Double Taxation Treaty Access Yes

Share Capital or Equivalent

Standard Currency AUD
Permitted Currencies AUD
Minimum Paid Up Concept Not Applicable
Usual Authorised Concept Not Applicable

Directors

 Minimum Number 1
 Local Required 1
 Publicly Accessible Records Yes
 Location of Meetings Anywhere

 Shareholders

Minimum Number 1
Publicly Accessible Records  Yes
Location of Meetings Anywhere

Company Secretary

Required No
Local or Qualified Yes, if Appointed
Accounts
Requirements to Prepare Yes
Audit Requirements No, but Large or Overseas Owned Companies Require an Audit
Requirements to File Accounts Yes, if Audit Required
Publicly Accessible Accountds No, but Yes if Filed

Other

Requirements to File Annual Return No, Annual Review
Change in Domicile Permitted No

Advantages of Australia Corporate Structure

Looks good to suppliers/customers, particularly with a Virtual Office.

Disadvantages of Australia Corporate Structure

Annual accounts and annual audit, supported by an annual return; corporate tax rate of 30% on global income.

Interesting information A company is resident for taxation purposes if a) it is incorporated in Australia or b) if both central management and control are exercised in Australia or c) it carries on business in Australia and its voting power is controlled by shareholders who are Australian residents;

There are many different ways in which investors can conduct business in Australia, including corporations, branch offices, subsidiaries, trusts, joint ventures and partnerships. However, for international investors the most appropriate vehicles are usually Australian subsidiary companies or Australian branch offices. Although in terms of taxation there is not a great deal to choose between the two (both are subject to the standard corporate tax rate) in practice most foreign companies choose to operate through a locally-established subsidiary company, as this has the added benefits of limited liability and separate legal status;

Taxation considerations Resident companies are taxed on worldwide income and capital gains at a corporate taxation rate of 30%. In Australia, state, territory and local Governments do not impose additional corporate taxation rates. However, they do impose some taxes which might impact foreign companies operating in the country; namely payroll tax (more applicable to larger employers), stamp duty and property tax;

Withholding tax must be withheld from un-franked dividends, Interest and royalties paid to a foreign company at a rate of 30%, 10% and 30% respectively. Where there is a Double Tax Treaty in place with the foreign jurisdiction, the withholding tax rate on un-franked dividends and royalties may be reduced. Franked dividends from an Australian subsidiary to a foreign parent company are not subject to withholding tax.

Non-resident companies are taxed only on Australian-sourced income and capital gains on the disposal of certain taxable Australian assets if acquired on or after 20 September 1985. (Capital gains on assets acquired before that date by non-resident entities are usually received free of Capital Gains Tax).

Personal income tax rates range from 0% on first AUD 6,000 to 47% on annual income exceeding AUD70,000;

Stamp duty applies to property, vehicles and other items at variable rates;

Goods and Services Tax (GST) applies to most goods and services at a rate of 10%.

Businesses must register if annual turnover will exceed AUD50,000. Sales from one business to another will be GST free. Sales to foreign customers will be GST free.

Company Law considerations A company which intends to do business in Australia must i) register with the Australian Securities and Investment Commission (ASIC) ii) apply for an Australian Business Number (ABN) iii) and apply for a Tax File Number (TFN) and iv) register for GST.

The financial statements must be audited by an external auditor on an annual basis.

Should you require additional information, request a quotation or clarify any related matter, please contact one of our Consultants who will be happy to assist with your enquiries.


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