Glossary

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A

ABN

Unique 11-digit number for business dealings with the Australian Taxation Office and in future, with government agencies at all levels. ABNs are only issued on application.

Any company registered under corporations legislation or a business entity carrying on an enterprise in Australia is entitled to an ABN if they apply.

Businesses with an annual turnover of more than $75,000 require an ABN.

ABNs issued to companies incorporate their ACN with two leading check digits (for example, ACN 123 456 789 becomes ABN xx 123 456 789).

ACN

Unique 9-digit number that has been issued to every company in Australia since 1 January 1991.

ARBN

Unique 9-digit number issued to registrable Australian bodies and foreign companies.

ARSN

Unique 9-digit number issued to managed investment schemes.

B

Business name (also registered business name)

Trading name under which a person carries on business or trades.

Each registered business name has an individual number but the format and length vary according to the jurisdiction of issue.

Business registration number

Unique number issued to registrable Australian bodies and foreign companies.

C

Company

Body corporate registered in Australia under the Corporations Act 2001 (Cth). Companies are registered by the Australian Securities and Investments Commission (ASIC).

Each company is allocated a unique ACN and can apply for an ABN. A company name will include one of the following legal elements: proprietary limited (Pty Ltd), limited (LTD), unlimited proprietary (Pty), or no liability (NL).

The general characteristics of a company are:

  • It is a corporate body created by law.
  • It can sue and be sued in its own right.
  • It has all the powers of an individual and a corporation.
  • It has officeholders, for example director(s) and secretary(ies).
  • It has a registered office.
  • It has member(s).
  • It has perpetual succession, that is it continues even if its members die or resign.

The word ‘company’ in a name does not necessarily mean that the organisation is registered as a company under the Corporations Act.

Company class – class limited by guarantee

Members (shareholders) liability is limited to a certain amount that they undertake to contribute in the case of a winding up. The amount is specified in a clause in the company’s constitution.

A member of a company limited by guarantee is not required to pay in any capital while the company is a going concern.

Company class – limited by shares and guarantee

Members liability is to the extent of the amount unpaid on their shares and, as a guarantor to the amount nominated in the constitution, in the event of a winding up.

Although the Corporations Act no longer allows for registration of companies limited by both shares and guarantee, existing registrations are allowed to continue.

Company class – limited by shares

Members liability (shareholders) is limited to the amount unpaid on their shares. Members are not required to contribute any further monies (in the case of a winding up) if the shares they have taken up are fully paid.

Company class – no liability

No legal obligations on the members to pay calls on their shares (mining companies only).

Company class – does not have an equivalent Australian liability

When the liability is unknown.

Company class – unlimited

Formed on the principle that the liability of the members is not limited.

F

Foreign company

Must be registered under the Corporations Act to carry on business within Australia, and can be either:

  • body that has been incorporated in an external territory or outside Australia.
  • unincorporated body, formed in an external territory or outside Australia, that may sue or be sued and may hold property in the name of its secretary or other officer.

Corporations, exempt public authorities and unincorporated bodies that have their head office or principal place of business within Australia cannot claim foreign company status.

I

Incorporated association

Registered by the state or territory in which the association is based. Each incorporated association has an individual number but the format varies according to the state or territory of issue.

The general characteristics of an incorporated association include:

  • It is a corporate body created by law.
  • It can sue and be sued in its own right.
  • It has a public officer and a committee.
  • It has members.
  • It has perpetual succession, that is it continues even if its members die or resign.
  • Its profits, if any, can only be used to promote its objectives (non profit making).

As the information held by the ASIC on incorporated associations is not always current or complete, CITEC Confirm cannot provide extracts for organisations of this type.

For full and up-to-date information on incorporated associations, contact the appropriate state or territory authority.

M

Managed investment scheme

Structured around the three features below.

  1. People contribute money or money’s worth as consideration to get an interest in the scheme.
  2. Contributions are pooled, or used in a common enterprise, to produce financial benefits, or benefits consisting of rights or interests in property.
  3. Members don’t have day-to-day control over the operation of the scheme.

P

Proprietor

Owners of a registered business name.

R

Registrable Australian body

Is not registered under the Corporations Act and is either:

  • registered body that is not a company, recognized company, exempt public authority, corporations sole, foreign company or institution
  • certain uncorporated body.

Registrable Australian bodies can carry on business outside their state of registration. Each has an Australian registered body number (ARBN). Examples include trading cooperatives and incorporated associations.

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