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Public Company Limited by Guarantee

What is a Public Company Limited by Guarantee used for?

A public company limited by guarantee is used for not-for-profit organisations (such as sporting clubs, interest groups, representative bodies or charities). It does not have share capital and the liability of its members is limited to the amount of the guarantee (usually a nominal amount). It must not distribute income or assets to its members.

What’s required?

Three directors – must be over 18 years of age and at least two directors must be ordinarily resident in Australia
At least one secretary is required, who must live in Australia
A public company must have at least one member, but there is no upper limit on its number of members
Members must agree to contribute an amount of money (often an amount between $10 and $100) should the company be wound up and if there are insufficient assets to cover liabilities

Why choose Castle Corporate

Electronic
Standard
Premium

Electronic

This package includes PDFs of all of the following:

ASIC’s certificate of registration
All company registration documents, including:
- Company Constitution
- Minutes and consents
- Form 201
Guidelines

$909

Download PDF order form

Standard

This package includes PDFs of all of the following:

ASIC’s certificate of registration
All company registration documents, including:
- Company Constitution
- Minutes, consents & registers
- Form 201
Guidelines

+ Documents provided in presentation box

+ 1 bound and 1 unbound copy of the deed/constitution

+ A printed copy of all documents

+ Documents tagged with ‘Sign here’ tags

$975

Download PDF order form

Premium

This package includes PDFs of all of the following:

ASIC’s certificate of registration
All company registration documents, including:
- Company Constitution
- Minutes, consents & registers
- Form 201
Guidelines

+ Quality binder with easy to reference indices

+ 3 bound and 1 unbound constitutions/deeds with the ability to select up to 6 bound copies

+ A printed copy of all documents

+ Documents tagged with ‘Sign here’ tags

$1019

Download PDF order form

Company Name Search

Ensure your company name is available by doing a search of ASIC

Public Company Limited by Guarantee FAQs

Why are common seals no longer included in company packages?
As of 1 July 2014, Castle Corporate no longer offers common seals as a standard inclusion in our company packages. To explain the reasoning behind this change, we thought we would give you a little bit of background to the seal.

The history of the common seal

A common seal was once used as a form of proof by a company that it had formally and legally executed a document.

Until 30 June 1998, the use of a common seal to execute solemn or formal documents was compulsory.

However, as part of the Costello-led corporate law reform process, and as embodied in the Corporate Law Review Act 1998, the use of a common seal by a company was made optional. That Act stated that:

“A company is not required to have a common seal. If it does, the seal must show the company’s name and its ACN. The seal is equivalent to the company’s signature and may be used on important company documents such as mortgages.”

Many organisations took years to adjust to that new relaxation in the law. The worst offenders were government instrumentalities who, in some cases, did not accommodate that change for 8 to 10 years.

Now, some 16 years later, the vast majority of organisations and individuals are familiar with, and comfortable about, accepting a document executed by a company without a common seal.

Benefits of not using a common seal

The ordering of common seals when setting up a company has become less and less popular over the years.

And for good reason. This new approach means:
- lower costs for the company owners
- the ability to receive the company documentation faster
- no-one needs to worry about the location of the seal, and
- no need for ink pads and other inconveniences.
What if I still want to order a seal?

While common seals have become less popular, that does not mean we will stop offering them. Common seals can be ordered for an additional fee, either:
- when ordering a company or a change of company name – simply select it as a package option on our company order form, or
- separately – send us an email to castle@castlecorp.com.au.
Please note that ordering a common seal will slow the delivery of your company paperwork by at least one business day.

If you have any questions about common seals, we would be happy to help. Please call us on 03 9898 6666.

As we know that you may receive questions from clients regarding common seals, we pulled the above information into a useful Information Sheet that you can share with your clients: Common seals no longer part of our packages
I’m ordering a public company limited by guarantee. Can’t I just use the replaceable rules instead of a constitution?
It is strongly recommended that a public company limited by guarantee does not rely on the replaceable rules. Instead, it is best to put in place a constitution to ensure that the governance of the company is carried out in accordance with the wishes of its members.
What are the rules for a director in a public company limited by guarantee? Can they be paid?
A public company must have three directors, with at least two ordinarily residing in Australia.
- Directors may be on 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. This should be set out in the constitution.
Note that a director can receive director’s fees that are paid on a reasonable basis. A director is 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.
What are the membership rules for a public company limited by guarantee?
A public company must have at least one member, but there is no upper limit on its number of members. Any legal entity may be a member of the company.
- To become a member, a person must apply for membership, be approved and pay all appropriate membership/ subscription/annual fees (if any).
- Different classes of membership may be created to serve the company’s purpose(s) better.
- Members may be subject to disciplinary procedures and may lose their membership status (either temporarily or permanently).
- Members must agree to contribute an amount of money (often an amount between $10 and $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.

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