Registrable Australian bodies
(registration and post-registration obligations)
ASIC is an independent government body that promotes fair play in business, prevents corporate crime, protects investors and helps Australia's business reputation both here and abroad. It aims to protect the interests of companies and investors by providing information about companies, helping businesses to interpret the law and taking action against offenders.
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. To do this, a search of ASIC’s database is required. A search of company and business names can be carried out through our National Names Index facility, through an approved information broker or at any ASIC Service Centre.
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:
- is identical (under rules set out in the Corporations Regulations 2001) 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 2001) 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 2001 (the Regulations).
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.
| 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. |
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), ASIC will only register the body if the name is available.
The form asks for general details about the body. It also requires:
- 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;
- details of all directors or their equivalent, including date and place of birth.
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':
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 ASIC, 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:
- 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.
Lodge these documents within three months from the date of certification.
3. If there are currently any charges on property of the body, then for each of them you must lodge a form 309 'Notification of details of a charge' and, where applicable, a form 350 'Certification of compliance with stamp duties law' and associated documents. These documents should meet the requirements of ss263(3) and (4) of the Corporations Act.
The full documentary requirements set out above may be found in s601CB of the Corporations Act and Corporation Regulations 5B.2.01 and 5B.2.02.
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 the Fees for Commonly Lodged Documents information sheet.
The completed application can be lodged at any ASIC Service Centre, local ASIC representative or mailed to:
Australian Securities & Investments Commission
PO Box 4000
Gippsland Mail Centre
Morwell VIC 3841
After the application has been processed ASIC will issue a Certificate of Registration.
Post-registration obligations
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:
- 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.
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; 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 .
Permitted abbreviations include :
- for Australian - ‘Aust’
- for Registered - ‘Regd’
- for Number - ‘No’
- for Australian Registered Body Number - ‘ARBN’ or 'A.R.B.N.'
3. Notice of changes
Registered Australian bodies are required by the 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:
- its name (within 14 days of the change);
- its constitution (within 1 month of the change); and
- its directors or equivalent (within 1 month of the change);
- the address of its registered office in Australia or a change to the business hours during which that office is open (within 7 days of the change).
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.
Relevant forms of notice
Form Description
489 Notification of change of office hours or address of one or more registered bodies
490 Change to officeholders of a registered body
309 Notification of details of a charge
350 Certification of compliance with stamp duties law
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
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 or from your nearest ASIC Service Centre.
More Information
For further information, see the Corporations Act 2001, the Corporations Regulations 2001, and ASIC Regulatory Guide 13 ACN, ARBN and company names (RG 13). This is also available from ASIC's Infoline on 1300 300 630.
This Information Sheet is to be used as a guide only. You should consult the Corporations Act 2001and Corporations Regulations 2001 on any specific matter of law. If you have any doubt about whether your organisation needs to be registered, or the nature of its obligations after registration, you should seek advice from a solicitor, accountant or other professional person.
The omission of any matter from this Information Sheet will not relieve a registrable Australian body, its directors or local agent from any penalty incurred as a result of failure to comply with statutory obligations.
| 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 09/09/2010
