FAQs about our nominee director service

FAQs about our nominee director service

Can you provide a local nominee director?

Yes. An Australian company must have at least one resident director. We are able to fulfil this role for you.

How long does it take to set up a company in Australia?

We can have your company up and running within 24 hours of getting from you all of the necessary information to register the company.

We lodge the registration papers with the Australian Securities & Investments Commission (ASIC) electronically. Provided the application is accepted by ASIC we will receive a formal Certificate of Registration within an hour.

What documents must be prepared to set up a company?

Before a company can be established we need to receive a signed Consent from each person who will become a director. We also require an Application for shares from each person (or entity) that will become a shareholder.

If your Company is going to have a written Constitution, then the terms of the Constitution need to be drafted and adopted by the shareholders. We can prepare a Constitution with standard terms on the same day as the Company is incorporated.

However, it is not necessary for the Company to have a written Constitution. Instead, the Company can adopt the standard ‘Replaceable Rules‘ in the Corporations Act 2001. That said, we generally recommend your Company adopts a Constitution, so everyone has a single document that they can refer to for all the rules that govern the Company.

Do any documents need to be notarized?

The short answer is no. However, before we will set up the Company we need to be confident of your identify. Accordingly, we will require documents that prove who you are, and these will need to be authenticated by a third party, such as a solicitor or government department. Your passport and drivers licence will generally suffice.

What is the minimum paid-up capital?

The minimum paid up capital is A$1.

How does the whole process run?

We will provide you with a comprehensive list of information and documents we require to set up your Company.

You must put this information together and provide us with the signed documents. You will also need to send us evidence of your identify.

We will also require you to sign our Terms of Engagement and provide an Indemnity if we are going to act as a local director.

We then incorporate your Company with ASIC, and act as the Company’s Registered Office in Australia. You can choose from our Sydney or Adelaide office.

What will we get after the registration?

After the company documents are accepted by ASIC we will get a Certificate of Registration issued by ASIC, and prepare a Company Register book. The originals of these documents need to be kept at the Registered Office of the Company in Australia. However, you will get a copy and have up-to-date access to them at all times.

After our company is registered, how do we maintain the company?

Each year you must pay a fee of A$243 and respond to an annual lodgment form with ASIC (which is very basic, and confirms the current shareholders and directors).

If the company is running a business or earns income you will need to prepare accounts and lodge a tax return.

Will our company’s accounts need to be audited each year?

Whether or not an audit is required can be a complex question to answer. As a general rule, for small foreign-owned companies, the accounts will not need to be audited. However, this needs to be checked in each case. You can either provide your own advice on this question, or we can confirm the audit status for a fixed fee of A$900.

Is a bank account required to register a company?

No, but we can attend to this if necessary.

Who handles tax and other registrations?

We can assist you identify and appoint a local accountant. We charge A$440 to register the company with the Tax Office and to obtain an Australian Business Number and Tax File Number.

Are any other Australian licences required?

A number of activities in Australia require specific federal and state licences. We can provide you advice on this after we better understand the type of activities that you propose to carry on in Australia.

What fees do you charge?

Our fees depend on the service we provide.

Company set-up fee

Our fee to set up a private ‘Pty Ltd’ Australian company is A$897, which includes the government registration fee.

Acting as a director of a non-trading (investment) company

For acting as a director of a non-trading entity (i.e. holding or investment entity), our fee is A$300 per month. This fee includes attending to all director-related matters and ASIC obligations/filings. It does not include the time of reviewing and signing off on specific projects (if necessary), which are billed at an hourly rate of A$250 per hour.

Acting as a director of a trading (business) company

For acting as a director of a ‘trading entity’ we quote based on the nature of the business and the turnover. We need to understand a bit more about the business before being able to commit to undertake this role for a trading entity. We also need to confirm that the activity is allowed in Australia and that you hold all relevant qualifications and licences. We provide this ‘start-up’ advice for an Australian trading entity for a fixed fee of A$3,750 (which includes our opinion whether an audit is necessary).

As a guide, our nominee director fee for a trading entity starts from A$1,000 per month. The monthly fee includes:

  • The nominee director;
  • The nominee director also acting as secretary;
  • Acting as Registered Office in either Sydney or Adelaide; and
  • Attending to standard ASIC local lodgments for the company, (but not he lodgment fees).

Mail forwarding

To forward mail correspondence on a monthly basis, we charge an additional A$15 per month. This includes the cost of standard postage and the use of our local address for service. However, we will on-charge at cost courier fees for larger items (if relevant).

Telephone message taking

We also offer telephone message taking (with the message emailed or texted to you on the same day) for A$90 per month. If you provide the number all calls are answered with your company’s name. We can provide a Sydney based phone number for an additional A$35 per month.

Is GST on-top?

All prices are ex-GST which is 10%. All fees are payable monthly in advance by direct-debit or credit card. We hold a security bond of $3,000 if we are acting as a nominee director.

What do we have to do while you are a director?

If the company is a non-trading investment company, it must:

  • Maintain a simple investment plan;
  • Have regular periodic investment summaries prepared (at least quarterly), and provide a copy of those to us;
  • Appoint a local bookkeeper/accountant to attend to Tax Office lodgments as necessary, (we can assist you with this, if necessary); and
  • Provide the director with access to the company’s bank account. This is mainly to provide solvency information to the director. The ability for the director to transact on the account may be constrained, i.e. require multiple approvals.

If the company is a trading company, then you must:

  • Prepare and maintain a business plan, setting out the purpose of the company;
  • Prepare and maintain an annual budget;
  • Have regular periodic management accounts prepared (at least quarterly), and provide a copy of those to us;
  • Appoint a local bookkeeper/accountant to attend to Tax Office lodgments as necessary, (we can assist you with this, if necessary); and
  • Provide the director with access to the company’s bank account. This is mainly to provide solvency information to the director. The ability for the director to transact on the account may be constrained, i.e. require multiple approvals.

The company must maintain a minimum working capital of at least 3 months of net cash flow (i.e. net periodic cash inflows less net periodic cash outflows) in the Australian bank.

Do you provide accounting & tax services?

The company will require a local accountant and tax agent, who is responsible for bookkeeping and periodic financial reporting and tax compliance. We have associates who provide these services. Once again, it will depend on the level of activity.

You can budget from around A$2,000 for the annual accounts and tax return, $400 per BAS lodgment (which can be annual, quarterly or monthly, depending on turnover), and then bookkeeping at around A$60 per hour, if done locally.

That said, we also have outsourced bookkeeping packages from $500 per month which cover a high volume of transactions, BAS lodgment and annual tax and accounts compliance. If everything is done by the same service then it is considerably cheaper.

Where are your offices located?

Our Sydney address is Level 15, 45 Clarence Street, Sydney NSW 2000 which is in the heart of the Sydney central business district.

Our Adelaide address is Level 4, 29 King William Street, Adelaide SA 5000, which is in the heart of the Adelaide central business district.

Who do we contact with more questions?

Contact Andrew by phone on 0400 832 534 or via email at Andrew@andreyev.com.au.

Published by

Andrew

Lawyer to entrepreneurs and investors