Commonwealth Consolidated Acts

CORPORATIONS ACT 2001 - SECT 117

Lodging application

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

Note 1:   For the types of companies that can be registered, see section   112.

Note 2:   For modifications applicable to applications to register a CCIV, see section   1222A.

Contents of the application

  (2)   The application must state the following:

  (a)   the type of company that is proposed to be registered under this Act;

  (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;

  (iia)   whether the shares each member agrees in writing to take up will be fully paid on registration;

  (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;

  (iv)   whether or not the shares each member agrees in writing to take up will be beneficially owned by the member on registration;

  (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;

  (ma)   whether or not, on registration, the company will have an ultimate holding company;

  (mb)   if, on registration, the company will have an ultimate holding company--the following:

  (i)   the name of the ultimate holding company;

  (ii)   if the ultimate holding company is registered in Australia--its ABN, ACN or ARBN;

  (iii)   if the ultimate holding company is not registered in Australia--the place at which it was incorporated or formed;

  (n)   the State or Territory in this jurisdiction in which the company is to be taken to be registered.

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.

  (3)   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.

  (4)   The application must be in the prescribed form.

  (5)   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.

  (6)   An offence based on subsection   (5) is an offence of strict liability.

Note:   For strict liability , see section   6.1 of the Criminal Code .