How to set up a Pty Ltd company in Australia
To set up a Pty Ltd company in Australia, you register with the Australian Securities and Investments Commission (ASIC) under the Corporations Act 2001 (Cth). The process involves choosing a name, appointing directors and a company secretary, issuing shares, adopting governance rules, and lodging Form 201 — typically completed online in 1 day.
The framework
Companies in Australia are governed by the Corporations Act 2001 (Cth). ASIC is the regulator. Directors' duties arise under sections 180-184. Insolvent trading is covered by section 588G.
The process
Choose the company type and name
A Pty Ltd company is a proprietary company limited by shares — the most common structure. Search ASIC and IP Australia trade marks to confirm the chosen name is available.
Appoint directors
A Pty Ltd company requires at least one director who ordinarily resides in Australia. Directors must be at least 18 and have a Director Identification Number (DIN) under section 1272A of the Corporations Act 2001.
Director Identification Number (DIN)
Each director must apply for a DIN through Australian Business Registry Services (ABRS). DINs were introduced under the Treasury Laws Amendment (Registries Modernisation and Other Measures) Act 2020 (Cth).
Decide on shareholders and share structure
A Pty Ltd company can have up to 50 non-employee shareholders. Decide on share classes and initial issued capital. Shareholders sign a consent to membership.
Adopt a constitution or replaceable rules
Decide whether to adopt a constitution or rely on the replaceable rules in the Corporations Act 2001 (sections 134-141). Many companies adopt a constitution to override or supplement the replaceable rules.
Provide consents and registered office
Each director and any company secretary must consent to act in writing. The company must have a registered office in Australia, with the occupier's consent if it is not the company's own premises.
Lodge Form 201 with ASIC
Complete and lodge Form 201 (Application for Registration as an Australian Company) electronically via ASIC Connect or a registered ASIC agent. Pay the registration fee.
Receive ACN and certificate
ASIC issues an Australian Company Number (ACN) and certificate of registration, typically within 1 business day. The company comes into existence on the date specified on the certificate.
Apply for ABN, TFN, and GST
Apply for an ABN, Tax File Number, and (if applicable) GST registration through the Australian Business Register. Set up business bank accounts using the company's ACN/ABN.
Maintain compliance
Keep statutory registers, lodge annual reviews and update ASIC of changes within 28 days under sections 142-178. Directors must understand and comply with their duties (sections 180-184) including the duty to prevent insolvent trading (section 588G).
Forms and templates
Common mistakes
- Director without a DIN
- Choosing a name that conflicts with an existing trade mark
- Not addressing share structure or shareholder agreements early
- Failing to lodge annual reviews
- Not understanding insolvent trading risks under section 588G
Get this process right with Quillio
Quillio can help draft a basic constitution, shareholders agreement, and director consents, and prepare a Form 201 brief for lodgement. See /practice-areas/commercial-law or start a free trial.
This guide is general information, not legal or tax advice. Company structures and director duties are technical. Engage a commercial lawyer and accountant before incorporation.
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