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Australia Company Forms Guide

Australian company structures and incorporation. The guide covers: the proprietary limited company (the "Pty Ltd") — the Pty Ltd is the most common company structure in Australia; the Pty Ltd is the "private company" — the shares are NOT offered to the public; the Pty Ltd can have up to 50 non-employee shareholders (the "50-member limit"); the Pty Ltd must have at least 1 director (the "director" — the "individual" who manages the company) and at least 1 shareholder (the "member" — the "individual" or the "company" that holds the shares); the Pty Ltd must have the "registered office" (the "registered office address" in Australia) and the "principal place of business" (the "business address"); the public company (the "Ltd") — the public company is the company that can offer the shares to the public (the "listed company" or the "unlisted public company"); the public company must have at least 3 directors (the "minimum 3 directors") and at least 1 shareholder; the public company is subject to the "higher compliance requirements" (the "annual reporting", the "continuous disclosure", the "audit requirements", the "governance requirements"); the public company can be: (a) the "listed public company" (the "ASX-listed company" — the company listed on the "Australian Securities Exchange" — the "ASX"), (b) the "unlisted public company" (the "public company NOT listed on the ASX"); the incorporation process with the ASIC (the "Australian Securities and Investments Commission") — the company is incorporated by registering with the ASIC; the incorporation steps: (a) the "reservation of the company name" (the "name reservation" — the "name check" on the ASIC Connect website — the name must NOT be identical to the existing company name), (b) the "preparation of the company constitution" (the "company constitution" — the "rules" of the company — the "replaceable rules" under the "Corporations Act 2001" or the "custom constitution"), (c) the "registration of the company" (the "online registration" through the "ASIC Connect" — the "Form 201" — the "Application for the Registration as the Australian Company"), (d) the "issuance of the ACN" (the "Australian Company Number" — the "ACN" — the "9-digit number" issued by the ASIC), (e) the "registration of the ABN" (the "Australian Business Number" — the "ABN" — the "11-digit number" for the tax purposes); the incorporation fee is $488 (the "ASIC registration fee" for the 2025-26 year); the director obligations (the "director duties") — the directors of the Australian company have the "duties" under the "Corporations Act 2001": (a) the "duty of care and the diligence" (the "Section 180" — the standard of the "reasonable director"), (b) the "duty of the good faith and the proper purpose" (the "Section 181"), (c) the "duty not to misuse the position" (the "Section 182"), (d) the "duty not to misuse the information" (the "Section 183"), (e) the "duty to prevent the insolvent trading" (the "Section 588G" — the director must prevent the company from trading while the insolvent); the directors must also comply with the "tax obligations" (the "director penalty notices" — the "DPN" — the "director penalty notice" for the unpaid PAYG withholding or the unpaid superannuation guarantee — the ATO can issue the DPN to the director personally for the unpaid PAYG or the SG); the annual compliance requirements — the company must: (a) lodge the "annual review" with the ASIC (the "annual review" — the "Annual Statement" — the confirmation of the company details and the payment of the "annual review fee" of $58 for the proprietary company and $857 for the public company), (b) lodge the "company tax return" with the ATO (the "annual company tax return"), (c) maintain the "company register" (the "register of the members", the "register of the directors", the "register of the secretaries", the "register of the charges"), (d) hold the "annual general meeting" (the "AGM" — required for the public companies BUT NOT for the proprietary companies unless the "constitution" requires it). All amounts in Australian Dollars (AUD). For related reading, see our Starting a Business Guide → and Corporate Tax Guide →.

Pty Ltd vs Ltd — Key Differences

  • Pty Ltd (Proprietary): Up to 50 non-employee shareholders. Minimum 1 director. Shares are NOT offered to the public. Lower compliance requirements (NO annual general meeting, NO audit requirement unless required by the constitution). The ASIC annual review fee is $58.
  • Ltd (Public): Unlimited number of shareholders. Minimum 3 directors. Shares CAN be offered to the public (the "initial public offering" — the "IPO"). Higher compliance requirements (the AGM, the audit, the continuous disclosure). The ASIC annual review fee is $857.

For the incorporation process and the ASIC registration, see our Starting a Business Guide →.

Director Penalty Notices

  • PAYG withholding DPN: The ATO can issue the "director penalty notice" (the "DPN") to the director personally for the "unpaid PAYG withholding" of the company. The director is personally liable for the unpaid amount. The director can avoid the penalty by: (a) paying the debt, OR (b) appointing the "administrator" or the "liquidator" within 21 days of the DPN.
  • Superannuation guarantee DPN: The ATO can also issue the DPN for the "unpaid superannuation guarantee charge" (the "SGC") of the company. The director is personally liable for the unpaid SGC. The DPN regime applies from 1 July 2022 for the SGC.

For the insolvent trading and the director duties under the Corporations Act, see our Closing a Business Guide →.