Company

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DBA offers unique services and documentation to incorporate new companies. We offer many value added features not found elsewhere.

Advantages of a DBA company

DBA’s constitution is strategically drafted for all companies, including where the company will trade in its own right, or where it acts as the trustee of an SMSF, discretionary trust or unit trust.

DBA is recognised as Australia’s leading self managed superannuation fund (SMSF) law firm and has used this expertise to prepare a constitution that allows for strategic SMSF planning.

Some of our value added features include:

• Streamlined meeting and resolution provisions
• Successor director appointment nomination
• A Division 7A loan facility agreement that covers shareholders and their associates
• Greater control and flexibility through different share classes.
• An executor or attorney under enduring power of attorney can stand in a shareholder’s shoes
• A detailed memo to explain the operation of a company, directors’ duties, compliance tasks and shareholders’ rights.
• SMSF specific benefits like the removal of the requirement to change the constitution if a company seeks to commence or cease acting as a sole purpose SMSF trustee (or cease to act as a sole purpose SMSF trustee) with no extra cost incurred.
• Flexibility for electronic document execution, meetings and resolutions. However, we recommend deeds be executed in the traditional ‘wet-ink’ manner given legal risks. Refer to our article on Six simple rules to execute a deed that satisfies all Australian jurisdictions.
• Voting provisions that do not provide the chair with a casting vote that assists 50/50 structures.
• Compliant and backed by lawyers
• The constitution has flexibility to issue various share classes other than ordinary shares. This can allow planning for differentiated voting, dividend and capital rights. These differences are summarised as follows:

	Right to vote	Right to dividends	Right to repayment of share price on winding-up	Right to distribution of surplus assets on winding-up
SMSF 1
Ordinary
Limited
Guardian ²
Capital Share
Other	Attracting such rights, privileges and conditions as are determined from time to time by special resolution

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Director identification numbers

• All directors must have or apply for a director identification number (DIN) before being appointed as a director.
• When ordering a company, you declare that each director has a DIN or has applied for one. Significant penalties apply for any breach.
• Note that directors must apply for a DIN themselves; advisers are not allowed to apply on their behalf. Advisers can however assist by guiding their clients on the process.
• You can apply for a DIN via Australian Business Registry Services(ABRS).
• Click herefor more information.

Strategic planning advantages

There are numerous strategic planning advantages such as the ability to:

• nominate a successor director to step in on the incapacity or death of a director;
• have a ‘guardian’ step in and exercise control; and
• there are considerable succession planning advantages.

What’s included

• Covering letter and completion checklist
• Corporate registers
• ASIC and related forms
• Company constitution
• Company Memo

All our companies are reviewed and signed-off by a lawyer.

For more information and related articles

For more information, click on the articles listed below:

• Benefits of a DBA Lawyers’ Company or Constitution Update
• What to do if a company’s constitution is lost
• Why is it important to have a good company constitution?
• Not all companies are created equal
• Company constitutions and SMSFs
• Reducing ASIC fees for SMSF corporate trustees

For more information on the advantages of having a successor director, click on the articles listed below:

• Preserve the intended control of a company using successor directors
• Is an alternate director for an SMSF better than a successor director? Part 1
• Is an alternate director for an SMSF better than a successor director? Part 2