Australia Corporations Act 2001 (Cth) s.117: Registration Requirements

Section 117 of the Corporations Act 2001 (Cth) is the engine of Australian company formation. Every Pty Ltd, every public limited company, and every no-liability mining company in Australia begins life through s.117. The provision lists, with exhaustive precision, the information that must be supplied to the Australian Securities and Investments Commission (ASIC) before a Certificate of Registration can be issued under s.118.

The Statutory Trigger — s.117(1)

Under Corporations Act 2001 (Cth) s.117(1), “to register a company, a person must lodge an application with ASIC”. The application is made on Form 201 — Application for Registration as an Australian Company, prescribed under Corporations Regulations 2001 reg 2B.1.01. There is no alternative pathway for ordinary companies; even where the Business Registration Service at register.business.gov.au is used as a single window, the underlying lodgement is a Form 201 to ASIC.

The Twelve-Item Information Requirement — s.117(2)

Section 117(2) lists the information the Form 201 must contain. Each paragraph maps to a specific field on the form; omitting any item gives ASIC grounds to refuse registration.

s.117(2)(a) — Type of company

Pty Ltd, public limited by shares, public limited by guarantee, public unlimited with share capital, or no-liability (mining only). Type drives the rules in s.148(2) (mandatory suffix) and s.201A (minimum officeholders).

s.117(2)(b) — Proposed company name

The name must comply with s.147 (acceptable name) and Corporations Regulations 2001 reg 2B.6.01–reg 2B.6.03. Identical names are not available; restricted words (bank, building society, royal, ANZAC) require ministerial or regulator approval.

s.117(2)(c) — Names and addresses of every member

“Member” means shareholder for a share-capital company. Every founding shareholder must be identified. For a corporate member, the company name and registration number (overseas equivalent of the ACN, if foreign) are recorded.

s.117(2)(d) — Director information

Section 117(2)(d) requires the names, dates of birth, places of birth, and addresses of every person who consents in writing to be a director. The “place of birth” requirement was strengthened in the 2024 ASIC reforms; it is the data point that links a director to their personal Director Identification Number under s.1272C.

s.117(2)(e) — Secretary information (optional for Pty Ltd)

A proprietary company is not required to have a secretary (s.204A(1)). Where one is appointed, the same information as for directors must be given. Public companies must have at least one secretary (s.204A(2)).

s.117(2)(f) — Address of registered office (s.142)

Must be a physical Australian address. PO boxes, parcel lockers, and locked bags are not acceptable. Where the registered office is not occupied by the company itself, occupier consent must be obtained under s.143 and retained.

s.117(2)(g) — Principal place of business

The address where the company actually conducts its business — also an Australian address. May be the same as the registered office.

s.117(2)(h)–(j) — Share capital details

For each member: the number, class, and amount paid (and any amount unpaid) on the shares the member is to hold on registration. A typical opening structure for a Pty Ltd is “100 ordinary shares fully paid at A$1.00 each, held by [Founder]“.

s.117(2) limb on jurisdiction

The proposed state or territory of registration must be stated; this is mostly a historic requirement and does not change the company’s operational ability across Australia.

Director Identification Number — The s.1272C Pre-Condition

Although s.1272C is a separate provision, it operates as a pre-condition to s.117. Every person named as a director on Form 201 must already hold a Director Identification Number issued by the Australian Business Registry Services (ABRS) before the Form 201 can be validly accepted. The Director ID is obtained free of charge through myGovID at https://www.abrs.gov.au/director-identification-number. Failure to apply is a strict-liability offence under s.1272F.

Constitution vs Replaceable Rules — s.117(3)

Section 117(3) requires that, if the company is to have a constitution on registration, a copy is lodged with the application. Where no constitution is lodged, the replaceable rules in Corporations Act 2001 (Cth) s.141 apply by default — except that, under s.135(1)(b), replaceable rules do not apply to a company with a single director who is also the sole shareholder. For that configuration, s.198E (single-director powers) and s.201F (appointment of director by sole member) operate.

Most Pty Ltd companies adopt a constitution because: (a) it provides written certainty for matters the replaceable rules either do not address or address only in default form; (b) future investors expect one; and (c) for sole-member companies, replaceable rules don’t apply at all, so a constitution removes ambiguity.

Members’ and Officeholders’ Consents — s.117(5), s.201D, s.204C

Section 117(5) requires that each proposed member give written consent to be a member, and each proposed director and secretary give written consent to act in that capacity (further reinforced by s.201D and s.204C). These consents are not lodged with ASIC but must be retained by the company; ASIC may inspect them and any director or secretary who acts without written consent commits an offence.

Effect of Registration — s.118

Once ASIC is satisfied that the application complies with s.117 and the prescribed fee is paid (under the Corporations (Fees) Act 2001), s.118(1) requires ASIC to register the company. Section 118(2) then requires ASIC to allocate an Australian Company Number (ACN) — a 9-digit unique identifier — and issue a Certificate of Registration stating the company’s name, ACN, type, and registration date. From this date, the company has separate legal personality (s.124) and the powers of a natural person (s.124(1)).

Common s.117 Lodgement Errors

Practical Sequence

1. Each proposed director obtains Director ID via ABRS (5 minutes via myGovID).
2. Search ASIC Connect to confirm name availability (s.147).
3. Confirm registered office (s.142) and obtain occupier consent (s.143) if required.
4. Draft constitution under s.136(1) — Scrib🐮 generates this.
5. Lodge Form 201 via the Business Registration Service or directly via ASIC; the Business Registration Service simultaneously lodges the ABN, TFN, GST, and PAYG withholding applications.
6. ASIC issues Certificate of Registration and ACN under s.118.
7. Within 14 days, issue founding shares; maintain the s.169 members register.

Create your Form 201 package with Scrib🐮

¥22,000/month pass for unlimited access to all 18 document types across 7 countries. Start Free Preview →

Disclaimer

Legal information, not legal advice. MmowW Scrib🐮 is operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not Australian solicitors, barristers, or migration agents.

Sources

• Corporations Act 2001 (Cth) — current compilation: https://www.legislation.gov.au/C2004A00818/latest/text
• Form 201 (Application for Registration): https://www.asic.gov.au/regulatory-resources/forms/forms-folder/201-application-for-registration-as-an-australian-company/
• Director ID — ABRS: https://www.abrs.gov.au/director-identification-number
• ASIC steps to register a company: https://asic.gov.au/for-business/registering-a-company/steps-to-register-a-company/