A proprietary company must have at least one director who ordinarily resides in Australia. Only an individual who is at least 18 may be appointed as a director of a company.

A proprietary company is not required to have a secretary but if they do have one or more secretaries, one of them must also ordinarily reside in Australia. Only an individual who is at least 18 may be appointed as a secretary.

If only one director is appointed, CGW Structures recommends that person should also act as the company secretary so that the signing procedure in section 127 (1) of the Corporations Act 2001 (Cth) can be relied upon. This is usually a requirement of most banks and financial institutions.

Australian taxation law requires every company carrying on business in Australia, or deriving income from property in Australia to be represented by a public officer.

The company must notify the Australian Taxation Office of the identity of its public officer within three months of commencing business or deriving income in Australia. The public officer is the Australian Taxation Office’s official point-of-contact in relation to the company.

Only an individual who is at least 18 years old and generally resides in Australia can be appointed as a public officer.

Shares do not have ‘standard’ rights.

Different rights attach to different classes of shares and these rights may also be different to the rights attaching to the same class of shares in another company.

The rights attaching to the different classes of shares are set out in a company’s constitution.

Clients will need to consider what rights they intend the proposed shareholders to have and the tax implications of issuing more than one class of shares.