Services

Companies & Business Names

NEW COMPANY REGISTRATION

• Your choice of company name or use one of ours 
• Professionally presented fully indexed black corporate register with gold lettering 
• Certificate of registration in a protective laminated cover 
• 3 bound sets of constitution drawn up by solicitors including Bank Account Kit 
• All necessary documents (resolutions, registers, ASIC Forms, etc.) prepared under strict compliance 
• We are happy to cater to your own special requirements

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. 

• Document professionally bound in duplicate

 COMPANY NAME RESERVATION

• Preparation and lodgement of relevant ASIC form

COMPANY CHANGE OF NAME 

• Preparation and lodgement of relevant ASIC form 
• Resolutions, etc

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

• Professionally bound constitution in duplicate
• Preparation and lodgement of relevant ASIC form
• Resolutions
• Resignations
• Consents
• Share certificates
• Share transfers, etc.

New Constitution Only

• Professionally bound constitution in duplicate
• Resolutions

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 apply for late lodgements.

• Preparation and lodgement of relevant ASIC form
• Resolutions
• Consent to specification of address as registered office (if applicable)

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 apply for late lodgements.

• Preparation and lodgement of relevant ASIC form
• Resolutions
• Consents
• Resignations
• Share transfers
• Share applications
• Share certificates, etc.

DE-REGISTRATION (VOLUNTARY)

An application for voluntary deregistration can only be made if the following conditions are satisfied:

1. All the members of the company agree
2. The company is not carrying on business
3. The company’s assets are worth less than $1,000
4. The company has not outstanding liabilities & has paid all outstanding fees & penalties
5. The company is not party to any legal proceedings

• Includes ASIC fee
• Preparation and lodgement of relevant ASIC form
• Resolutions
• Members consents, etc.

COMMON SEAL

• Compact “Folda Stamp”

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Business Names

REGISTRATIONS

• Preparation and lodgement of business name application with relevant government department.

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:

1. Contains any of the following words:  Building Society, Chamber of Commerce, Chamber of Manufacturers, Chartered, College of Advanced Education, Commonwealth, Consumer, Co-operative, Credit Union, Executor, Federal, Friendly Society, Guarantee, Institute of Advanced Education, Made in Australia, Oxfam, Savings, Starr Bowkett, Stock Exchange, Trust, Trustee, and University.
2. Contains any words likely to be offensive.
3. Suggests an association with any of the following that may not exist:  Royalty, Commonwealth Government, State Government, Government of a foreign country, Departments, authorities or instrumentalities of the Commonwealth, States or Territories or Local Government, an ex-serviceman’s organisation.
4. Is likely to mislead people as to the nature or purpose of the business.
5. Uses the name of a famous person which suggests an association with that famous person when it does not exist.
6. Is identical to any existing names registered with ASIC.
7. Is too similar to any existing names on the Business Names Register.

CHANGES TO PARTICULARS AND/OR PROPRIETORS

• Preparation and lodgement of change of business details form with relevant government department.

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.  

CESSATION

• Preparation and lodgement of “Ceasing Business under Business Name” form with relevant government department.

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. 

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Searches

COMPANIES & BUSINESS NAMES

(Sent by email or fax as well as by post)

• ASIC company documents
• ASIC registers
• ASIC company charges report
• ASIC company extracts
• ASIC relational company extracts
• Pre-ASIC documents
• Business extracts/ Business name searches
• Personal name searches
• Business, Assoc and Co-op docs
• Company credit analysis and reports
• ITSA bankruptcy searches
• Land titles ownership analysis
• Power of attorney searches
• Probate searches

CREDIT & BANKRUPTCY

Bankruptcy Search Features

• Search by personal name, court proceeding or administration number

LAND TITLE

• Titles
• Plans
• Dealings/Instruments
• Land tax valuation searches
• Property valuation searches
• Investigative land title searches

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Trust Deeds

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 Vic.)

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

• Professionally bound Deed in triplicate including resolutions

Discretionary Trust – Deed of Variation

• Professionally bound Deed in triplicate including resolutions

Discretionary Trust – Vesting & Winding Up Package

• Set of documents bringing forward the vesting date of a Discretionary Trust and subsequently winding up the Trust. These documents include an Explanatory Memorandum and a Trustee's resolution.

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.

• Appointment or replacement of one or more of the Trustees
• Professionally bound Deed in triplicate
• Resolutions

• Resolutions
• Unit transfers
• Unit applications
• Unit certificates, etc.

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. 

• Professionally bound Deed in triplicate
• Applications for Units
• Unit Certificates
• Memorandum of Resolutions
• Register of Unitholders

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.

• Professionally bound Deed in triplicate
• Notice of Compliance
• Schedule of Members
• Statements by Trustees
• Trustee Declarations
• Applications for Membership
• Resolutions (where applicable)
• Product Disclosure Statement
• User Points of Interest
• ATO Fact Sheet

• Professionally bound Deed in triplicate
• Fully indexed black corporate register with gold lettering
• Journals and Ledger
• Notice of Compliance
• Schedule of Members
• Statements by Trustees
• Trustee Declarations
• Applications for Membership
• Resolutions (where applicable)
• Product Disclosure Statement
• User Points of Interest
• ATO Fact Sheet

Applicable for when there are changes to be made to:-

1. The name of the Self Managed Super Fund
2. Resignation and/or appointment of Trustees
3. New members to be appointed trustees in their own right or appointed directors of a corporate trustee

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. 

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.

• Professionally bound Deed in triplicate
• Resolutions