How to find shareholders of a private company in Australia

When a company lists on the stock exchange, the company appoints a share registry to manage its book of shareholders and the administration that comes along with it.

The share registry will contact you on behalf of the company for shareholder matters, and it also manages things like the payment of dividends, distribution of company reports, and shareholder voting.

The main share registries in Australia include Boardroom, Computershare, and Link Market Services.

Your holding statement

The share registry will send you a holding or dividend statement that may look something like this. You’ll normally find the share registry’s details in the top-right corner.

On the CommSec website

1. Log on to CommSec

2. Click on Quotes & Research, and then Quotes

3. In the search box, enter your desired stock code

4. In that stock, click on About

5. Scroll down to Share Registry Details. Here is an example showing Telstra (TLS)’s share registry:

On the listed company’s website

Go to the company’s website and search for an Investor Relations section. The share registry will be shown there.

According to the Corporations Act 2001, a company is a legal entity which: 

• can perform all the functions of a body corporate
• can sue and be sued
• has perpetual succession
• can acquire, hold and sell property

A company's name must indicate its legal status. That is, if it is a proprietary company, then the word ‘Proprietary' or the abbreviation ‘Pty' must be included in the name, and if the liability of the company is limited, the word ‘Limited' or the abbreviation ‘Ltd' must appear at the end of its name. The following are the types of company forms most frequently encountered:

Proprietary Limited, or Pty Ltd:  This is by far the most common type of company. It can have no more than 50 non-employee shareholders. It is limited by shares, meaning it is incorporated with a share capital made up of shares taken by each initial member on incorporation. Members are liable only to the extent of any unpaid amounts on their shares. That is, their personal assets are not at risk in the event of the company being wound up. It cannot make share offers to anyone other than existing shareholders or employees of the company or a subsidiary company.

There are large proprietary companies and small proprietary companies. A proprietary company is judged to be large if it satisfies at least two of the following criteria: 

• Annual revenues of  $10 million or more
• Assets of $5 million or more
• 50 or more employees

Large proprietary companies are required to lodge their annual accounts with the ASIC. However, companies can often find ways of avoiding this requirement.

Limited, or Ltd:  This is a public company which may or may not be listed on the Australian Stock Exchange. In both cases there is some ownership by the public without the restrictions placed on proprietary companies in regard to share offers. Public companies are required to lodge their annual accounts with the ASIC.

No Liability, or NL:  This is a form of public company created especially for the Australian mining industry. Shareholders with partly paid shares are not bound to pay calls for the unpaid capital, although non-payment of these calls means they forfeit the shares. This type of company may or may not be ASX listed.

There exist a few other company forms. For example, there are proprietary companies that are unlimited, and there are companies that are incorporated by charter of the Queen rather than by registration. These are extremely rare.

A company has members (shareholders) who own the company and directors who run it. But if you're an independent contractor you can set up a one-person company with a sole director and member.

Companies can also be listed as public companies, meaning the public can buy shares to invest in the company.

Unlike a sole trader business structure where you are solely responsible for all aspect of the business including debts, losses and day-to-day business decisions, a company is a separate legal entity. This means the company has the same rights as a natural person and can incur debt, sue and be sued. This takes the liability off you as a company owner but a company is more expensive to register and more complicated to run, so make sure it's the best structure for your needs.

Proprietary and limited companies

A proprietary company must have no more than 50 non-employee shareholders and be either limited by shares, or an unlimited company that has a share capital:

• A company limited by shares limits the liability of shareholders to the value of their shares. This structure is suitable for most trading businesses.
• A company limited by guarantee is most often used by non-trading organisations such as sporting clubs.

'Proprietary' or 'Pty' must be included in a company name to indicate legal status as a company. 'Limited' or 'Ltd' also needs to be included in a company name if it's a limited liability company.

The Australian Securities and Investments Commission (ASIC) has more information on your legal obligations as a company.

If you decide that starting a company is the right choice, follow these steps to register:

1. Conduct a background check on your director and secretary to make sure they're legally able to perform their duties perform their duties as an officeholder.
2. Ensure all members of the company understand their roles, responsibilities and legal obligations towards ASIC.
3. Decide if you want to give your company a name and check the name is available.
4. Check IP Australia to make sure the name doesn't infringe on existing trade marks.
5. Use the Business Registration Service to register your company and apply for any licences and registrations that you need.
6. Find the right insurance for your business.

Companies must abide by strict standards under the Corporations Act 2001 (the Act). One of these standards involves reporting to members and ASIC.

Find out more about your obligations when running a company on the ASIC website.

Companies have limited liability but directors can be personally liable under the Act if they're found to be fraudulent, negligent or reckless.Because of its limited liability, a company structure may be well-suited to a high-risk business. However, major creditors often insist that directors personally guarantee the company's liabilities.

Personal liability of directors and employees can also arise if they commit an offence under the Act, or are found to have negligently performed their duties. A company can sue, and be sued in its own right.

Licences and registrations for a company

Australian company number (ACN)

A company's Australian company number (ACN) is a unique, 9-digit number issued by ASIC that offers identification while transacting business. You must legally display your ACN on a range of documents, including:

• invoices
• official company notices
• cheques
• business letterheads

If your company already has an Australian business number (ABN), you can use the ABN in place of the ACN, as long as:

• your ABN includes your 9-digit ACN
• it's used in the same way as your ACN (for example, it appears on invoices, receipts and other documents)

Tax file number (TFN)

A company has its own tax return and business tax file number (TFN).

Business name

There's a difference between a company name and a business name.

A company is an independent legal entity that's able to do business in its own right. Registering your company gives you exclusive rights to its name in Australia. This means another company or business can't use your company name.

A business name is the name under which a person or entity trades or conducts business. If the name that you trade under is different to your company name, you'll need to register it as a business name.

Registering a business name doesn't give you exclusive rights to it. You must also trademark the business name if you want to prevent someone else from using it.

Other licences and permits

Check the Australian Business Licence and Information Service (ABLIS) to find other local, state and federal licences, registrations and permits that you need for your business.

When annual turnover passes $75,000, a company must register with the Australian Taxation Office (ATO) to collect goods and services tax (GST), as well as company tax.

A one-person company can pay a salary to its owner. The ATO's personal services income rules may apply if you're a consultant or contractor with your own company. You should discuss this with the ATO.

Income tax on profits

A company is subject to tax in its own right, paid quarterly to the ATO. Members receive a credit towards the tax on dividends equal to the relevant amount of tax paid by the company. A company pays income tax on its profits. This general rate is 30%.

The ATO provides more details on company tax returns.

Employing staff

If a company employs people, the company will have employer obligations, such as:

If the company has any eligible workers, it must pay a minimum of 9% of their ordinary time earnings as super guarantee contributions on their behalf. This includes you if you're a director of the company – and any other company directors.