Public Companies (Not for Profit)
Public Companies (Not for Profit)
A company limited by guarantee has the following characteristics:-
1. It is a legal entity.
2. It is registered throughout Australia.
3. It operates as a public (unlisted) company and so:-
- must have a minimum of 3 directors (all of which must be natural persons), at least two of whom must be resident in Australia;
- must have a minimum of one secretary (being a natural person) resident in Australia;
- must have a public officer (who deals with the Australian Taxation Office);
- must have a minimum of one member (which may be any legal entity, resident anywhere);
- must pay a fee to ASIC each year of $40.00;
- must be audited (unless a class order is obtained);
- must have a registered office and a principal place of business;
- can sue and be sued;
- can own property.
4. Constitution – Replaceable Rules
We do not recommend the use of Replaceable Rules for a company limited by guarantee but strongly urge you to use a Constitution to ensure that the governance of the company is carried out in accordance with the wishes of its members.
The constitution may be amended by members (either before registration or afterwards). However, it is usually more convenient to "get it right" at the outset.
The constitution can provide for directors to be subject to rotation (where, every 2, 3 or 4 years, a director must retire and offer himself/herself for re-election). Alternatively, at your option, a director can be appointed on a permanent basis until resignation, death, removal, bankruptcy, etc.
5. In a company limited by guarantee:-
members do not own shares - but become members provided their application is approved and they pay all appropriate membership/ subscription/annual fees (if any). Different classes of membership may be created to serve your purpose(s) better;
- members may be subject to disciplinary procedures and may lose their membership status (either temporarily or permanently) if disciplined;
members must agree to contribute an amount of money (often $10-$100) should the company be wound up and if there are insufficient assets to cover liabilities;
- members cannot receive any distribution of assets, property or income from the company;
directors can receive directors fees paid on a reasonable basis and are entitled to be paid for any services rendered in a professional or technical capacity. Fees cannot be paid to directors where the company has a section 150 certificate which permits the company to omit legal elements (eg Limited) from its name;
A public company needs to have its first AGM within 18 months of incorporation – and thereafter, each AGM must be held by 30th November.
Lodgement of audited accounts with ASIC needs to be made by 31st October.
Common seals are now optional.
We offer two packages: Deluxe and Economy. The package comparison is contained in a separate attachment.
The timing of delivery is somewhat dependent upon receipt of your order. Generally, we are able to release work from our office within 24-48 hours.