Forming an Australian company

Forming an Australian company

Choose the business structure before registering a company. Compare ownership, funding, liability, profit distribution and ongoing administration. A company is not automatically the best structure for a small business. This guide focuses on a proprietary company limited by shares, using sources checked on 8 September 2026.

Compare the structures

• Business structure types — A sole trader operates personally. A partnership involves the partners carrying on business together, with liability depending on the partnership form and applicable law. A company is a separate legal entity. A trust is a relationship under which a trustee holds property and acts under the trust deed and law; a corporate trustee is a separate company that also needs administration. (ASIC: becoming a company director — https://www.asic.gov.au/for-business-and-companies/small-business-director-essentials/becoming-a-company-director)
• Shareholder and director liability — Shareholders' liability for company debts is generally limited to unpaid amounts on their shares. Directors can still incur personal liability through guarantees, breaches of duties, insolvent trading and tax obligations. A corporate trustee does not remove every trustee or director risk. Compare the whole arrangement before selecting a structure. (ASIC: becoming a company director — https://www.asic.gov.au/for-business-and-companies/small-business-director-essentials/becoming-a-company-director)

Prepare registration details

• Confirm registration details — Confirm the proposed name, Australian registered office, principal place of business, officeholders, members and share structure. Check name availability and whether a separate business name will be needed. Registration of a company name does not determine trade mark rights. (ASIC: register a company — https://www.asic.gov.au/for-business-and-companies/companies/register-a-company)
• Governance rules and share register — Decide whether to use the Corporations Act's replaceable rules, a constitution, or both where permitted. Record share classes, rights, numbers and amounts paid or unpaid. Obtain members' written consents and the occupier's consent to use a registered office that the company does not occupy. Keep the consents and establish a share register. (ASIC: register a company — https://www.asic.gov.au/for-business-and-companies/companies/register-a-company)
• Director eligibility for proprietary company — A proprietary company ordinarily needs at least one director who normally lives in Australia. Directors must be at least 18 and not disqualified or otherwise prohibited from managing companies. Each director must consent in writing and apply personally for a director identification number before appointment. A person appointed only to lend their name still has director duties. (ASIC: director eligibility and obligations — https://www.asic.gov.au/for-business-and-companies/small-business-director-essentials/becoming-a-company-director)
• Public companies and crowd-sourced funding requirements — Public companies and crowd-sourced funding arrangements have additional requirements. In particular, proprietary companies using the CSF regime need at least two directors. Do not use this guide's ordinary proprietary-company requirements as a public-company checklist. (ASIC: crowd-sourced funding — https://www.asic.gov.au/crowd-sourced-funding)

Register and confirm the outcome

• Business Registration Service and fees — The government's Business Registration Service accepts most company registrations, with exceptions for specified company types and circumstances. Check the current ASIC fee for the exact application. Separate government fees from an agent's quoted professional fees and ongoing administration costs. (ASIC: company registration and confirmation — https://www.asic.gov.au/for-business-and-companies/companies/register-a-company)
• Post-registration confirmation — After registration, retain the certificate and ACN and check the company register against the approved details. Record the actual registration date. Do not promise a fixed processing or bank-account opening time. Keep access credentials with the authorised officeholder through a secure process. (ASIC: company registration and confirmation — https://www.asic.gov.au/for-business-and-companies/companies/register-a-company)

Arrange tax and employment registrations

• ABN application — Assess entitlement to an ABN through the Australian Business Register and apply for the company's tax registrations. An ABN application through the ABR is free; entitlement and verification still apply. A company registration and an ABN are different registrations. (ABR: applying for an ABN — https://www.abr.gov.au/business-super-funds-charities/applying-abn)
• GST registration turnover threshold — GST registration generally becomes compulsory when current or projected GST turnover reaches $75,000, or $150,000 for a non-profit body. Use the GST turnover definition, which differs from every receipt in the bank account. Taxi and ride-sourcing activities have specific registration rules regardless of turnover. Voluntary registration below the threshold carries reporting obligations. AUD (ATO: registering for GST — https://www.ato.gov.au/businesses-and-organisations/gst-excise-and-indirect-taxes/gst/registering-for-gst)
• PAYG withholding, payroll and Payday Super — Before making payments subject to PAYG withholding, arrange that registration and a payroll process. Check worker classification, Single Touch Payroll, awards, leave, workers compensation and state payroll tax where relevant. From 1 July 2026, Payday Super generally requires 12% of qualifying earnings, with contributions reaching the fund within seven business days of payday, subject to specific exceptions. Do not use the former quarterly payment timetable for new paydays. (From 1 July 2026, Payday Super generally requires 12% of qualifying earnings, contributions within seven business days of payday)

Set up ongoing administration

• Separation of finances and record maintenance — Keep company money and transactions separate from personal finances. Agree who maintains the share register, accounting records, tax calendar and ASIC correspondence. Check reporting and audit obligations rather than assuming every small company is exempt. (ASIC: company records — https://asic.gov.au/for-business/running-a-company/company-officeholder-duties/what-books-and-records-should-my-company-keep/)
• Annual review, deadlines and record retention — Diary the annual review, fee payment and solvency process, and the deadlines for notifying changes. Retain company financial records for at least seven years after the transactions they cover are complete. Tax return and activity statement dates depend on the company's circumstances and lodgement arrangements; they are not all due on one universal date. (ASIC: company records — https://asic.gov.au/for-business/running-a-company/company-officeholder-duties/what-books-and-records-should-my-company-keep/)

For foreign founders, examine Australian resident director requirements, tax residency, foreign investment rules and the difference between incorporating an Australian company and registering an existing foreign company. Record the selected structure and the reasons for it before submitting an application.

Contributed by Ryan Duguid.