COMPANY CERTIFICATE OF REGISTRATION
POWER OF ATTORNEY – DIRECTOR’S
This document is highly recommended for single director companies. This entails the appointment of an attorney to act for a company (in the name and on behalf of a company) to do and execute acts and deeds relating to receipts and discharges, bank accounts, investments, loans, negotiable instruments, debts, etc.
COMPANY NAME RESERVATION
COMPANY CONVERSION TO SINGLE DIRECTOR
Years ago, two directors were needed for a proprietary company. The two directors were usually husband and wife. Today, even though both husband and wife may indeed work in the business – only one director is actually needed.
Directors may be held personally responsible for their company’s debts and taxes. There is a strong possibility if the company becomes insolvent, the assets of all the directors are at the mercy of the creditors. The adoption of a new constitution substantially reduces this added risk.
Government legislation was changed in the 1990's to allow single director proprietary companies. Rules of an “older” company can be updated.
Our Company Constitution includes provision of documents and minutes needed to convert a 2 (or more) director company to a 1 director company.
New Constitution Plus Officers/Members Changes
New Constitution Only
CHANGE OF REGISTERED OFFICE OR BUSINESS ADDRESS
Companies are required to notify ASIC of changes to registered office and business address. It is the responsibility of company officers to notify ASIC of changes to company details within 28 days of the date of change. Penalties of $65 for up to one month late and $270 for more than one month late apply to late lodgements.
CHANGE OF OFFICERS AND/OR MEMBERS
Companies are required to notify ASIC of changes to appointments and cessations of officers, changes to members and changes to officers’ names and addresses. It is the responsibility of company officers to notify ASIC of changes to company details within 28 days of the date of change. Penalties of $65 for up to one month late and $270 for more than one month late apply to late lodgements.
An application for voluntary deregistration can only be made if the following conditions are satisfied:
A business name is simply a name or title under which a person, or other legal entity, trades.
If the business structure you have chosen is as a sole trader, a partnership or a trust, and not as a company, then you are required to register your business name in the state or territory in which you will operate. But you don’t need to register a business name if you plan to conduct your business under your, or your partner’s, first name and surname, or initials and surname.
If you are planning to set up your business in more than one state, you need to register your business name separately in each state.
Registration of a business name does not in itself give you any proprietary rights - only a trade mark can give you that kind of protection.
A business name cannot be registered if it:
CHANGES TO PARTICULARS AND/OR PROPRIETORS
This does not change a business name. If you wish to carry on business under a different business name the business name must be ceased and an application made for a new business name.
This is when all business will cease under the business name and not if the business name is being taken over by other business owners. If the name is being taken over by other business owners, Changes to Particulars and/or Proprietors should be lodged.
(Sent by email or fax as well as by post)
Bankruptcy Search Features
A Trust is not a separate legal entity (as in a Company) but a relationship between parties. It holds a connection between one or more parties known as Trustees. The Trustees own or hold property for the benefit of one or more persons, known as Beneficiaries. It is the Trustee who holds the legal title to the Trust property.
Discretionary Trusts (Deeds stamped by Banksia in Victoria)
Discretionary Trusts
The ‘Settlor’ is the person who commences the establishment of a Discretionary Trust and provides the trust property. The Settlor appoints a person or company (known as the Trustee) to look after the property (known as the trust property) for the benefit of another person (known as the beneficiary). Subsequently, the Settlor takes no further part in the trust operations.
A discretionary trust gives the Trustee the power of discretion in dealing with and distributing the trust property. This usually includes the selection of beneficiaries (if there is more than one) that are to receive the benefits.
The Trustee also holds the power to decide how much of the trust property will be allocated to the selected beneficiaries. This discretion is limited by the terms of the Trust Deed.
The Trust Deed also sets out the rights, duties and obligations of the Trustee and the Appointor. The Appointor has the power to remove the Trustee.
The Trust Deed allows provision for the replacement of the Trustee and/or the Deed to be amended.
Discretionary Trust - New Deed
Discretionary Trust – Deed of Variation - Trustees
Appointment or replacement of one or more of the Trustees
Discretionary Trust – Deed of Variation – Removal of Trustees by Appointors
The Appointor of a Trust may remove one or more trustees of a Trust. Every Trust Deed contains a clause that gives the Appointor the power to remove and appoint a Trustee. This Deed is signed by the Appointor pursuant to the power given by the Trust Deed. It is not signed by the Trustee that is being removed.
Discretionary Trust – Resignation or Appointment of an Appointor
The resignation of an Appointor or the appointment of a new one by the existing Appointor(s).
Discretionary Trust – Vesting & Winding Up Package
Unit Trusts (Deeds Stamped by Banksia in Victoria)
Unit Trusts are mechanisms where the assets are held and managed by the trustee upon trust for the holders of units. It resembles a Discretionary Trust but is used for businesses as opposed to families.
The Trustee may (in accordance with the terms of the Trust Deed) distribute entitlements such as capital or income, to unitholders in proportion to the number of units held.
Individuals, companies and family trusts may hold units in a Unit Trust. Income is distributed to the unitholders in proportion to the units held at the end of each financial year. The Trustee of a Unit Trust holds no discretion.
Unit Trust Deed of Variation – Trustees
Unit Trusts - Change to Unitholders
Hybrid Trusts (Deeds Stamped by Banksia in Victoria)
Hybrid Trusts are becoming more popular and extensively used as investment structures. These trusts have both discretionary and fixed characteristics. Hybrid Trusts are created by a settlor transferring the settled sum to the trustee in consideration for the issue of initial units to initial unit holders.
These are trusts established for the purpose of providing superannuation benefits in the form of retirement benefits, either by lump sum or pension. Superannuation trusts can also include other benefits, such as death and disability benefits. Self Managed Super Funds (and all super funds for that matter) are governed by the Superannuation Industry (Supervision) Act (SIS).
Only certain individuals can be trustees of a Self Managed Super Fund. Persons under the age of 18, for instance, are unable to be trustees. Parents (or guardians) can be trustees in place of such members.
If a Self Managed Super Fund has two or more Members, all Members of the Fund must be either trustees of the Fund or directors of the Trustee company.
If the Self Managed Super Fund has only one Member, the trustee of the Self Managed Super Fund may be a corporate trustee. To be a complying SMSF the Member can be either the sole director of the trustee company or, if there are two directors of the corporate trustee, the Member must be related to the other director of the trustee company. There can only be two directors of that company. Again, the Member cannot be an employee of the other director of the trustee company.
Self Managed Super Funds – New Deed Only
Self Managed Super Funds – Complete Register, Resolutions, etc.
Self Managed Super Funds – Deeds of Variation
Applicable for when there are changes to be made to:-
All existing Self Managed Super Funds should have a clause facilitating the replacement of a trustee. Such a clause may outline particular requirements. Kindly, check this clause and if in doubt, contact us.
Where the original Deed of Trust has been previously varied, consideration of the changes outlined therein must be made. This is especially so if a Trustee has resigned, been appointed, or whether other clauses or terms of the Fund have been amended.
Self Managed Super Funds – Complete Update of Deed
The area of Superannuation law is multifaceted and constantly changing. Regulations of the Superannuation Industry (Supervision) Act are always being amended. There were approximately 350,000 active SMSFs in Australia in 2007. At least half of these do not take advantage of latest strategies and are non compliant.
Our Deed of Variation transforms the old Deed. It caters for changes in line with legislation since the Fund was established whilst retaining benefits that were previously available.
Self Managed Super Fund Updates are regularly carried out by our Solicitors. We recommend Super Deeds be updated at least every four years.
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Banksia Corporate Services Pty Ltd – A.C.N. 079 220 901 Phone (03) 9734 6780 – Fax (03) 9734 8944 – Email: info@banksiacorporate.com.au |