Creating and protecting your wealth
  
  05.06.2020
SME Corporate Services

 

Professional  *   Efficient  *   Timely
 
 
Company Requirements....
 
SME Corporate Services is a professional service providing efficient, timely and seamless establishment of your needs associated with companies.
   
SME Corporate Services meets all of your 'company' setup requirements including registration, restructuring and variations needs, even addressing issues you may not have thought of;
  • Company setup
  • Corporate Trustee
  • Company registration
  • Sole Directorship
  • Change to Company Constitution
  • Division 7A Loan Agreement
  • Company Name preservation
     
For more information about each product - see below
  
  
Company Registration (setup)
Company registration in Australia is easy with SME Corporate Services. All the documents you need to set up an Australian company and to register it with ASIC. You'll promptly receive the ACN - and Certificate of Registration by email; with Constitution, and other documents within the overall package.
 

SME Corporate Services  we provide your documents printed, bound, filed in the Company Register (a folder with dividers), and will be express posted to anywhere in Australia.

  
You can choose to have an "SMSF trustee only company". The ASIC registration fee is still $400 - however, the ASIC annual review fee is lower for an "SMSF trustee only" company.
  
  
  
Registration Only
You can use SME Corporate Services to arrange documents for a company that is already registered with ASIC but for which you did not arrange a Constitution etc. Until you arrange those documents:
  • the company is governed under the "Replaceable Rules", which are set out in the Corporations Act; and
  • the company's register is likely to be incomplete
To create the documents, you complete the SME Corporate Services application with:
  • exactly the same information that you supplied to ASIC at the time the company was registered; and
  • type in the name of the company and the ACN exactly as they show on ASIC's records

It is essential that you make that information exactly the same. Exactly!

For an existing company, you will receive the following documents

  • Consent to act as Director
  • Consent to act as Secretary
  • Application for shares
  • Minutes of a meeting of directors
  • Share Certificates
  • Consent to act as Public Officer
  • Constitution
  
 
Sole Directorship
Why change a company to a sole director structure?
  
SME Corporate Services provides a Change to Sole Director Package so you can move your existing company (if it has more than one director) to a sole director structure (as now allowed by the Corporations Act). This change in structure reduces the number of directors potentially liable. Before deciding to make the change, you may wish to get legal, financial or other advice. We cannot give you that advice.
 
As part of the change, your company will adopt a new constitution that helps to simplify administration and that reflects recent changes to the law. For some companies, changing to a sole director structure may improve their right to receive government benefits. As always, all the documents available to SME Corporate Services are signed-off by law firm Maddocks.
 

What documents are included in the SME Corporate Services package?

  
In the package, SME Corporate Services provides:
  • Minutes of Meeting of Directors
  • Consent to Short Notice of General Meeting
  • Notice of Meeting
  • Minutes of General Meeting of Members
  • Resignations as Director (and Secretary if required)
  • Consent to Act as Secretary (if required)
  • Share Transfer forms (if required)
  • Constitution.
You then need to download, print, complete and lodge the ASIC Form 484 to record the change to directors, and any change in shares holdings. We briefly set out how to do that in the document package we send you. You can get the Form 484 from http://www.asic.gov.au/
  
  
 
Change to Constitution
    
Why update a Constitution?
Below, we set out some of the advantages to updating a Constitution, or Memorandum and Articles of Association. However, before you decide to update the company's Constitution or Memorandum and Articles of Association, you may wish get legal, financial or other advice. We cannot give you that advice. Also, as we do not know your company's situation, you need to remember that the summary below is for information purposes only.
 
Simpler company administration
Over the last few years, there have been many changes to company law that make it simpler and easier to administer 'Pty Ltd' companies. In particular, the meeting and accounting requirements are now much simpler. For example, with a new constitution, a company's directors can now meet via circulated resolution, rather than having to hold a 'proper meeting'.

The trouble is that (in relation to many issues) if the company's constitution requires certain things to be done, then they have to be done - even if the law itself no longer requires them to be done. Also, the new SME Corporate Services constitution contains the latest provisions under Corporations law, including the provisions for 'Division 7A' loans.

Some company's Constitutions or Memorandum and Articles of Association have been around for a long time. They may be unnecessarily complicated - and they can be difficult to understand.

The SME Corporate Services Constitution is in plain language - we think you will find it refreshingly clear.

Save on ASIC's Annual Review fees - if the company is ONLY an SMSF trustee (or is ONLY the trustee of a 'regulated superannuation fund')
If the ONLY thing your company does is to be the trustee of a 'regulated superannuation fund' (which includes a Self-Managed Superannuation Fund), then your company can adopt a Constitution that will save it $172 in government fees each year. You may need legal, financial or other advice before deciding to adopt that sort of constitution. We cannot give that advice. As we do not know your company's situation, you need to remember that the summary here is for information purposes only.

A normal 'Pty Ltd' company has to pay ASIC an Annual Review fee of $212. A 'trustee only' company is a 'special purpose' company and so pays only $40. A saving of $172 each year.

The phrase 'regulated superannuation fund' has the meaning given to it in the Superannuation Industry (Supervision) Act.

A tailored Constitution - the SME Corporate Services difference ...
The SME Corporate Services constitution upgrade (as with all our products) gives you flexibility. We don't just provide you with a generic new constitution. Some of the options you can choose from are:
  • whether you want the new constitution to be the particular constitution required for a Superannuation Fund 'Trustee Only' company (see above)
  • you can decide on shareholders voting rights and possible restrictions on share sale and issue. You may need to get legal, financial or other advice before deciding on these matters. We cannot give you that advice. As we do not know your company's situation, you need to remember that the summary here is for information purposes only.
  • Times/dates/attendees of the various meetings.
As with all SME Corporate Services products) been signed-off by the leading national law firm, Maddocks.
 
 
 

Why consider arranging a 'Division 7A' Loan Agreement.

You can use SME Corporate Services to create a 'Division 7A' Loan Agreement. That sort of agreement covers the situation in which a company makes a loan:

  • to a shareholder or shareholders of that company; or
  • to an associate of a shareholder of that company - the term 'associate' has the same meaning as in Division 7A of the Income Tax Assessment Act 1936
This can be done as part of a strategy to ensure the 'loan' is not deemed to be a dividend and therefore subject to unfavourable tax treatment.
There are advantages of having a 'Division 7A' Loan Agreement in place. However, before you decide to arrange one, you may wish to get legal or tax advice. We cannot give you that advice. As we do not know your company's situation, you need to remember that the summary below is for information purposes only.
 

If you borrow money from a Pty Ltd company without this agreement in place before the money is taken, the ATO deems the money to be 'unfrankable dividends' and taxes the 'loan' very unfavourably.

 
With the agreement in place, you can avoid this situation in case money ever needs to be borrowed for personal use from the company in the future.
 
 
For more information about this valuable service, your needs and to proceed please CONTACT US NOW.
 
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