Proprietary Company Requirements

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Proprietary companies, commonly known as Pty Ltd companies, are one of the most used structures for a business. To qualify as a proprietary company, specific legal requirements must be met under the Corporations Act 2001 (Cth), specifically under sections 113 and 114.

Proprietary companies have:

Pty Ltd Company Requirements
  • a minimum company structure;
  • shareholder limits and ownership structures; and
  • restrictions on fundraising.

Minimum Company Structure

Section 114 sets out the minimum structure requirements for proprietary companies. That is, the company must have:

  • at least one (1) shareholder; and
  • at least one (1) director, who must ordinarily reside in Australia.

Shareholder limits and ownership structure

Section 113 restricts a proprietary company to have more than 50 non-employee shareholders, however employee shareholders (current or former employees who became shareholders during the course of their employment) are excluded from this count. Joint shareholders are treated as one (1) shareholder under this requirement.

Restrictions on Fundraising

Proprietary companies are restricted from raising funds from the public. Proprietary companies must not engage in activities that require disclosure to investors (e.g. issuing shares to the public), except in limited circumstances as to:

  • existing shareholders; or
  • employees.

If you have any questions about your business structure or are looking to register a new proprietary company, please contact us.

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