Registrable Australian bodies
This information sheet sets out the steps involved in registering an Australian body. It covers:
- eligibility for registration
- choosing a registered Australian body name
- registering your registered Australian body, and
- understanding your legal obligations regarding your registered Australian body name, and Australian Registered Body Number (ARBN).
|If your registered body is registered as a charity with the Australian Charities and Not-for-Profits Commission (ACNC) some of your reporting obligations to ASIC will no longer apply. See here for details.|
Bodies eligible for registration
If a registrable Australian body wishes to carry on business in one or more states or territories other than its home jurisdiction, it must be registered under Part 5B.2 of the Corporations Act 2001 (the Corporations Act).
A registrable Australian body is a body corporate which has been formed or incorporated in Australia. Registrable Australian bodies include bodies corporate that are not companies, recognised companies, exempt public authorities, corporations sole, foreign companies or financial institutions. Certain unincorporated bodies can also be registrable Australian bodies. An association which is registered under a state law not recognised in other states will generally be a registrable Australian body.
Whether a body is carrying on business interstate will depend on certain legal principles and on the circumstances of the case. Where a body is in any doubt as to whether it may be carrying on business interstate it should seek its own legal advice.
How to register as a registered Australian body
Step 1 - Ensure the name is available
This first step in the registration process is to ensure that the name is available for the corporation or body. use our Check Name Availability search on ASIC Connect.
Step 2 - Reserve a name (optional)
If the name is available, you may reserve the name, however, this is optional. If you wish to reserve the name you need to complete Form 410 Application for reservation of a name and lodge it with the prescribed fee.
If the application is approved, the name will be reserved for two months. The application will only be rejected if the name:
The fact that ASIC approves the reservation of a name does not mean that the body corporate is exempt from action taken by another corporation with a similar name. It is entirely your responsibility to be aware of any problems that might arise from names already registered which are similar to, or likely to be confused with, the name you are seeking to register.
- is identical (under rules set out in the Corporations Regulations 2001 (Corporations Regulations)) to a name already reserved or registered under the Corporations Act for another body, or
- is identical (under rules set out in the Corporations Regulations) to a name that is included on the national business names register in respect of another individual or body who is not the person applying to have the name, or
- unacceptable for registration under the Corporations Regulations.
Step 3 - Complete the relevant application form
To register a registrable Australian body, complete Form 401 Application for registration of a registrable Australian body. If you decided not to reserve a name (Step 2), we will only register the body if the name is available.
The form asks for general details about the body. It also requires:
|Note: Provided that the initial period of reservation has not expired, you may apply to extend the two-month period of reservation by lodging a second form 410 with the prescribed fee.|
If the registered office will not be occupied by the body but by, for example, its accountant or solicitor, the form must show that their consent has been given to the body’s use of that address.
Step 4 - Assemble accompanying documents
Lodge the following documents with the Form 401 Application for registration of a registrable Australian body:
- an indication of whether there are any existing charges on property of the body and, if there are, details of those charges must be given, and
- details of all directors or their equivalent, including date and place of birth.
1. A certified copy of the body’s current Certificate of Incorporation or Registration, or the equivalent document. The certificate should be certified as a true copy by the authority in the body’s place of incorporation or formation which exercises functions similar to those of ASIC. The certification should be dated no more than three months before the copy is lodged with us, unless an extension has been granted.
2. A certified copy of the body’s constitution (such as Memorandum and Articles of Association or their equivalent). This can either be an up-to-date copy embodying all alterations or a copy of the original document together with copies of all resolutions altering or affecting the constitution.
The document can be certified as a true copy of the body’s constitution by:
Step 5 - Lodge the form and associated documents with the prescribed fee
The application for registration of a registrable Australian body must be signed by a director or other person authorised to sign on behalf of the body.
Prescribed fees are listed in Information Sheet 30 Fees for commonly lodged documents
The completed application can be mailed to:
- whoever has lawful custody of the original document (ASIC equivalent)
- a notary public, or
- a director or secretary of the body by a statement in writing (a form 911 will suffice).
If the body does not have a constitution, ASIC will accept a letter from its equivalent in the body’s place of incorporation stating that the body is not governed by, or is required to have, its own written constitution. A similar statement as to the non-existence of a constitution would also be acceptable from a director, or equivalent, of the body.
The ‘date of certification’ appearing on these documents must be no more than three months before it is lodged with ASIC.
The full documentary requirements set out above may be found in s601CB of the Corporations Act and reg 5B.2.01 and 5B.2.02 of the Corporations Regulations.Lodge these documents within three months from the date of certification.
Australian Securities & Investments Commission
After the application has been processed ASIC will issue a Certificate of Registration.
PO Box 4000
Gippsland Mail Centre VIC 3841
1. Displaying the registered name
A registrable Australian body must display its name in a conspicuous position and in legible characters outside every office and place of business that is open to the public. (s601CW of the Corporations Act).
In addition, unless it is a bank or other authorised deposit-taking institution , it must similarly display:
2. Australian Registered Body Number
Every registrable Australian body will receive upon registration a unique nine digit identifying number known as the Australian Registered Body Number (ARBN).
Under s601DE of the Corporations Act the name of the registered body followed by the expression ‘Australian Registered Body Number’ (or a permitted abbreviation - list shown below) and the number itself must appear on all its public documents and negotiable instruments published or signed in the jurisdiction.
In addition, unless the body is a bank or other authorised deposit-taking institution, every public document and negotiable instrument of the body must include :
- its place of origin
- at its registered office, the expression ‘registered office’, and
- if the liability of its members is limited and the last word of its name is neither ‘Limited’ nor ‘Ltd.’, notice of the limited liability of its members.
Permitted abbreviations include :
- its place of origin, and
- if the liability of the members is limited and that is not apparent from its name, notice of the limited liability of its members .
3. Notice of changes
Registered Australian bodies are required by the Corporations Act to lodge written notice of certain changes with ASIC. Some of the more important notification obligations are set out below.
A registered Australian body must lodge written notice of a change in:
- for Australian - ‘Aust’
- for Registered - ‘Regd’
- for Number - ‘No’
- for Australian Registered Body Number - ‘ARBN’ or 'A.R.B.N.'
A registered Australian body must also lodge written notice (Form 407) within 7 days of its ceasing to carry on business, or within 1 month if it is wound up or dissolved or deregistered in its place of incorporation or origin.
- its name (within 14 days after the change)
- its constitution (within 1 month after the change)
- its directors or equivalent (within 1 month after the change), and
- the address of its registered office in Australia or a change to the business hours during which that office is open (within 7 days after the change).
Relevant forms of notice
489 Notification of change of office hours or address of one or more registered bodies
490 Change to officeholders of a registered body
401 Application for registration of a registrable Australian body
407 Notification of cessation, winding up or dissolution of a foreign company or registered Australian body
409 Notification of change to details of a foreign company or a registered Australian body
410 Application for reservation of a name
Lodging fees and or late fees are applicable on some of the forms mentioned above and are subject to change from time to time. Fees information can be found here.
Where can I get more Information
Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice. Omission of any matter on this information sheet will not relieve a company or its officers from any penalty incurred by failing to comply with the statutory obligations of the Corporations Act.
You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases your particular circumstances must be taken into account when determining how the law applies to you.
- Go to www.comlaw.gov.au to read the Corporations Act 2001and the Corporations Regulations.
- Read Regulatory Guide 13 ACN, ARBN and company names (RG13)
- Online inquiry: www.asic.gov.au/question
- Contact ASIC on 1300 300 630
|This is Information Sheet 60 (INFO 60). Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.|
ASIC Website: Printed 04/18/2014