THE CORPORATIONS LAW

CHAPTER 2A - REGISTERING A COMPANY

PART 2A.2 - HOW A COMPANY IS REGISTERED

SECTION 117   APPLYING FOR REGISTRATION  

117(1)  Lodging application.  

To register a company, a person must lodge an application with ASIC.

Note:

For the types of companies that can be registered, see section 112.

117(2)  Contents of the application.  

The application must state the following:

(a)  the type of company that is proposed to be registered under the Corporations Law of this jurisdiction

(b)  the company's proposed name (unless the ACN is to be used in its name)

(c)  the name and address of each person who consents to become a member

(d)  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

(e)  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

(f)  the address of each person who consents in writing to become a director or company secretary

(g)  the address of the company's proposed registered office

(h)  for a public company - the proposed opening hours of its registered office (if they are not the standard opening hours)

(j)  the address of the company's proposed principal place of business (if it is not the address of the proposed registered office)

(k)  for a company limited by shares or an unlimited company - the following:

(i) the number and class of shares each member agrees in writing to take up

(ii) the amount (if any) each member agrees in writing to pay for each share

(iii) if that amount is not to be paid in full on registration - the amount (if any) each member agrees in writing to be unpaid on each share

(l)  for a public company that is limited by shares or is an unlimited company, if shares will be issued for non-cash consideration - the prescribed particulars about the issue of the shares, unless the shares will be issued under a written contract and a copy of the contract is lodged with the application

(m)  for a company limited by guarantee - the proposed amount of the guarantee that each member agrees to in writing.

Note 1:

Paragraph (b) - sections 147 and 152 deal with the availability and reservation of names.

Note 2:

Paragraph (f) - the address that must be stated is usually the residential address, although an alternative address can sometimes be stated instead (see section 205D).

Note 3:

Paragraph (g) - if the company 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).

Note 4:

Paragraph (h) - for standard opening hours , see section 9.

117(3)  [Copy of constitution]  

If the company is to be a public company and is to have a constitution on registration, a copy of the constitution must be lodged with the application.

117(4)  [Prescribed form]  

The application must be in the prescribed form.

117(5)  [Consents and agreements]  

An applicant must have the consents and agreements referred to in subsection (2) when the application is lodged. After the company is registered, the applicant must give the consents and agreements to the company. The company must keep the consents and agreements.