Companies in Australia

Find current and historical information about Victorian and other Australian companies.

Companies

According to the Corporations Act 2001, a company is a legal entity which: 

  • can perform all the functions of a body corporate
  • can sue and be sued
  • has perpetual succession
  • can acquire, hold and sell property

A company's name must indicate its legal status. That is, if it is a proprietary company, then the word ‘Proprietary' or the abbreviation ‘Pty' must be included in the name, and if the liability of the company is limited, the word ‘Limited' or the abbreviation ‘Ltd' must appear at the end of its name.

The following are the types of company forms most frequently encountered:

Proprietary Limited, or Pty Ltd:  This is by far the most common type of company. It can have no more than 50 non-employee shareholders. It is limited by shares, meaning it is incorporated with a share capital made up of shares taken by each initial member on incorporation. Members are liable only to the extent of any unpaid amounts on their shares. That is, their personal assets are not at risk in the event of the company being wound up. It cannot make share offers to anyone other than existing shareholders or employees of the company or a subsidiary company.

There are large proprietary companies and small proprietary companies. A proprietary company is judged to be large if it satisfies at least two of the following criteria: 

  • Annual revenues of  $10 million or more
  • Assets of $5 million or more
  • 50 or more employees

Large proprietary companies are required to lodge their annual accounts with the ASIC. However, companies can often find ways of avoiding this requirement.

Limited, or Ltd:  This is a public company which may or may not be listed on the Australian Stock Exchange. In both cases there is some ownership by the public without the restrictions placed on proprietary companies in regard to share offers. Public companies are required to lodge their annual accounts with the ASIC.

No Liability, or NL:  This is a form of public company created especially for the Australian mining industry. Shareholders with partly paid shares are not bound to pay calls for the unpaid capital, although non-payment of these calls means they forfeit the shares. This type of company may or may not be ASX listed.

There exist a few other company forms. For example, there are proprietary companies that are unlimited, and there are companies that are incorporated by charter of the Queen rather than by registration. These are extremely rare.

Business names

Business names come under the jurisdiction of the Commonwealth and are registered with ASIC. The register of business names can be searched via the ASIC Connect portal.

If a company wishes to carry on business under a name other than the company name, it is required to register its business name with ASIC.

If a sole proprietor trades under his or her own personal name only (eg. John Citizen), he is not required to register it as a Business Name (but he can if he likes).  However, if he adds anything to his personal name (eg. John Citizen Catering & Taxidermy), he must register it as a Business Name as 'Catering & Taxidermy' is not part of his name.

The owners of a registered business name will be identified in a business name extract, which can be purchased from ASIC or any of the  ASIC information brokers.

Personal businesses

Sole traders and partnerships are those businesses in which the legal entities are the people conducting the operations. They are personally liable for the debts incurred by their businesses. Usually, these businesses are quite small.  While these businesses are not required to register with ASIC, they are required to have and display an Australian Business Number (ABN). These can be searched at the Australian Taxation Office's ABN Lookup website.

Trade marks

Trade marks are often much more widely known than the companies that own them. A trademark or brand-name is a distinctive sign which identifies certain goods or services as those produced or provided by a specific person, business or enterprise.

A trade mark is used commercially and can be a word, phrase, picture, logo, letter, numeral, shape, colour, sound, scent or aspect of packaging. The period of protection for a trademark varies, but can generally be renewed indefinitely.