Do you ever just want some company in your life?
Look no further! Today, I will teach you how to make a company!
What up Tax Fam?
So to save us the trouble of endlessly repeating myself in regards to how to set
up a company in Australia, we have decided to shoot a video to explain this in great detail.
If you want to set up a company because:
You have started a business as a sole trader
and it has now grown a lot, and you think it is a good time to move to a company.
Or maybe, you want to start a new business and you would prefer it to be set up in a separate
structure rather than your personal name for asset protection and tax planning purposes,
then you are in the right place.
If you are here for fun... Mate - this is going to be very boring for you.
Firstly, what is a company? A company is a legal entity
formed that can operate a business in Australia.
Companies in Australia are normally called Pty Ltd Companies and they are registered with ASIC.
The most simple form of a business is a sole trader which means the
business is basically run through the individual and their name.
In a Company situation, on the other hand, the owners and the people who
control the company do not have to be the same person. We have owners who are also known as
shareholders. And we have directors and company officers who control the company.
There are also company secretaries who can do the secretary work for the company as well.
So a common question asked is when should I set up a company for my business?
It really depends on your situation and it's best to consult an accountant before you set one up.
If you have any questions about this, it’s best to look at this video here.
Here are a few circumstances where we would advise clients to set up a company for their business:
You have assets in your personal name and would like to protect these from your business.
Your personal income is relatively high and would like the business
to be separate from your personal income.
You have multiple businesses and do not want the businesses to be mixed together.
You have investors and business partners and want to show a clear structure of ownership
and control between investors and partners.
The company is normally registered by the shareholder and the director. You would require
them to sign off on the forms and certificates, so it’s a good idea to have them present in Australia
when doing this. It's quite difficult to get signatures on forms if they are not based here.
You can register a company through ASIC. It costs about $500 and it goes up every year. So if you
do set it up for $500 with ASIC, it doesn’t come with all the extra registrations and documents
for your company and you will need to get them separately, which will then cost more money.
If you want to set up a company properly with the right registrations,
it's best to go through an accountant or provider so they can provide the right
advice to you and set up the structure correctly. This will normally cost you about $700 - $1000.
Also, you will need to pay an annual fee every 12 months to ASIC to keep the company
registered. The annual fee right now is $273 and this goes up slightly every year as well.
So what are the Pros of setting up a company?
Companies are taxed at 26%, which means that
it is quite low compared to the highest tax marginal rate of 45%.
They are separate legal entities so it can be used so you can protect your personal assets.
Companies are highly preferred by investors, as it has a clear ownership structure
and ownership can be transferred to other investors later on down the track.
Generally, larger businesses prefer to deal with Pty Ltd Companies rather than sole traders.
For example, amazon prefers to only deal with Pty Ltd Companies.
But what are the Cons?
Companies are more costly to set up than sole trader businesses.
The ongoing costs per year are also very high compared to a sole trader.
The reporting requirements are more complex than sole traders as well
and it gets quite confusing if you’re moving from a sole trader to a company.
Alright, here is a quick checklist of things you need before you set up a company:
Firstly, you obviously need a company name.
Make sure you check on ASIC to see if the company is available to be used in the first place.
You will need a registered office address for the company
and a place of the business address. They can be the same address,
but please note that this address can be found if someone pays for a search on ASIC.
You will also need to provide the personal details of the directors and shareholders,
such as their name, address, DOB, and place of birth.
For shareholders specifically, you need to provide the ownership structure of the company, and if the
shareholder is a company, then you must provide details of that shareholder company as well.
It is important for you to work out what each shareholder’s rights are,
and it also depends on the constitution. You can give shareholders the following powers:
Attend shareholder meetings. Vote on key issues such as removing and changing directors.
Or receiving dividends and distributions from the company.
So once the company is set up you should have the following documents:
Company Registration Certificate. Signed
ASIC Company set up Form 201. Share Certificates showing the ownership of shares.
Signed Director/Shareholder Minutes. And possible signed Director/Shareholder Consent letters.
Company Constitution. The company constitution is the rulebook of the company.
It basically states what the company directors and shareholders can and can
not do. It is important for you to keep these documents stored in a safe and secure place.
Australian Company Number – this is a 9 digit number for ASIC to identify your company.
And a corporate key – this is an 8 digit number that’s like a pin number for your
company information. You normally receive this in the mail after you have registered the company,
so make sure you keep this in a secure place.
Make sure you read over all those documents and sign and date the documents where indicated.
You can also make changes to the shareholders, directors,
and constitutions but it may cost you some filing fees later on down the track.
The next step after you have set up your company is you must register
for certain registrations and insurances so you can start running your business.
If you are running a business you must set up the following:
Australian Business Number: this is a number to identify your business with the ATO.
You can not run a business through the company without an ABN.
Tax file number (TFN): this is a number to identify your tax reporting with the ATO
and allow you to lodge income tax returns for the business. You need this as well.
Goods and Services Tax (GST):
you must register for GST if you believe you will earn over 75,000 in income a year.
PAYG withholding (Pay As You Go withholding)– when you start employing workers or even paying
the director (which could be yourself), you must register for PAYG withholding.
After setting up your registrations, it’s a good idea to set up a bank account with a bank as well.
You should not be trading out of your personal or individual bank account. You must be using
a business bank account under the company's name. It’s a good idea to consider the types
of insurances you need for your small business as well.
We did a great video about this so I will link it below and here as well.
You will definitely need to set up workers' compensation insurance if you employ workers,
and public liability insurance if you have a physical store or office.
Another thing you need to think about is the written contracts. And what I mean by that is,
written contracts are quite important, especially if you are dealing with third parties within
your business. However, in most cases, it's not compulsory as well. Let me give you some examples:
If you have external investors, it would be a good idea to get a shareholders agreement in place.
If you have employees, it would be a good idea to have an employment contract in place
to outline the responsibilities, conditions, and terms with you and our employee.
Some industries will also have contracts in place with suppliers, contractors, and customers.
You should speak to an industry expert or lawyer about these agreements and
determine which ones you might need for your business. Sometimes you might not need it
at the early stages of your business, but you might later on down the track.
If you are not based in Australia, you can be a director of the company in Australia.
But, you cannot be the sole director of that Australian Company. There must be at least 1
director who resides in Australia. For ownership, Australian companies only require one shareholder
and this shareholder can be a foreign person living overseas or a foreign corporation.
Okay, that’s all folks. Setting up a company isn't that difficult and it's good to get
it out of the way first. It's important to note that once you set up a company,
the banks and other institutions will use the start date of the company as the start date
of the business. Some institutions do not like to deal with companies and businesses that are
relatively new in business. So sometimes it’s a good idea to set up the company early on.
We release tonnes of videos about business structures and companies so please check them
out here. We also have ebooks on our website. You can find our website on: boxas.com.au
Alright guys, if you found this helpful don’t forget to leave a like on the video,
and subscribe to the channel for more helpful tips for accounting or running your business!
And if you have any questions or want me to cover any specific topic at all, leave a comment below!
Thanks everyone, see you next time!