Category: CCASA document updates

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It Might Be Time to Update Your Company Constitution

Most of you will know that constitutions are like any other legal document—they need to be periodically reviewed and amended to remain compliant with changing legislation. But another reason to update your constitution is to take advantage of changes that might benefit your company. This is particularly relevant for companies older than 2002 (when the Corporations Act 2001 was amended) or those operating under a Memorandum and Articles of Association from before 1998.

So we’ve made it easy to update or convert your constitution online using our CCASA Docs platform. You’ll have all the documents you need in no time!

What is a company constitution?

A company constitution is a set of rules that governs the way your company is run and the relationships between shareholders, directors and company activities. Constitutions are tailored to each company and agreed upon by the shareholders, rather than being dictated by the Corporations Act 2001.

Some companies choose to have replaceable rules instead of a constitution (or a combination of both) but there are many good reasons to set up a company constitution.

Proprietary companies must have a constitution and we specifically look at how those companies can benefit from updating or converting their constitution in this article.

Why would I update our company constitution?

Let’s step back in time. If your company is older than 2002, your constitution may not reflect changes that were introduced to the Corporations Act 2001 at that time. For example, the new legislation indicates that companies only require a minimum of one director, rather than two. Any company wishing to operate with a sole director are advised to check their constitution and update it if an allowance for this is not already in place. Legislation also now allows for companies to operate without a company secretary or company seal.

Updating your company constitution to incorporate these rules gives your company greater flexibility in its structure and activities. Remember that if your constitution differs to the rules of the Corporations Act 2001, you must abide by the rules of your constitution first and foremost, so it’s important to make these updates.

Companies established even earlier might be operating under a Memorandum and Articles of Association (M&A). Some M&As (which involve two separate documents rather than the single document of a constitution) have been around for a very long time and often don’t allow for ease of use or efficient compliance. But if your company still has an M&A in place, you must abide by those rules regardless of how old or outdated they are.

Many M&As stipulate rules that have since been amended to reduce administrative red tape and improve the efficiency of corporate regulation. For example, M&A legislation made it mandatory for proprietary companies to hold an Annual General Meeting, which is no longer required and can be achieved by circulated resolution.

As well as this, a shareholder of a proprietary company can now appoint a proxy, rather than only shareholders of public companies. And shares no longer have any par value, meaning that companies are no longer bound by any authorised share capital limit.

Another reason to update your constitution is to change your company type from a ‘special purpose’ company to a ‘trading’ company, in order to trade. Or if you have no need to trade, you may choose to convert from a ‘trading’ company to a ‘special purpose’ company. While this means the company can only be a trustee of a self managed super fund, it lowers your annual ASIC fees.

There are so many things to considerit can also be beneficial to change from a limited company to a proprietary limited company, which requires a new trading constitution.

You may have misplaced your constitution? If you can’t locate your company’s original constitution, CCASA Docs makes it easy for shareholders to adopt a constitution by special resolution. You may need to speak with your legal advisor, however, as the update doesn’t advise on share classes and rights, which is usually referred back to the original.

And finally, you might want to convert from replaceable rules to a formal constitution. Luckily, you can now do this quickly and easily.

How can I update our company constitution?

We’ve made it easy to update or convert your company constitution online. Simply log in to our CCASA Docs ordering system or, if you’re not yet signed up, you can do so here.

You’ll need your company name, ACN, state of incorporation and confirmation of whether your company is a trading or SMSF trustee only, as well as the names of the shareholders of the company (and ACNs of the companies if corporate shareholders are in place).

It only costs $199 (including GST) to upgrade your constitution and the benefits can be of high value to your company.

Contact Craig at craig@ccasa.com.au or Lisa at lisa@ccasa.com.au if you have questions around updating or converting your constitution. We also recommend you seek legal and/or accounting clarification on the constitution documents and how they can be used in your circumstances.

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We’ve Made it Simple to Order Bare Trust Packages Online

Many of you will have established Bare Trusts for your clients already this financial year. Bare Trusts are the simplest form of trust and a popular approach when it comes to managing assets, particularly through superannuation funds. We wanted to make it easy for you to quickly set up a Bare Trust online and get all the documents you need at once—so you can now do this through our CCASA Docs platform.

What is a Bare Trust?

A Bare Trust (otherwise called a Simple Trust or Mandatory Trust) dictates that the beneficiaries have absolute rights to the assets of the trust as well as the income generated from those assets. The trustee actually has no control over the assets—they simply manage the trust responsibly and transfer the asset to the beneficiaries when asked to do so. It’s a sweet deal for the beneficiaries! A common reason for setting up a Bare Trust is when grandparents and parents want a tax-effective way to transfer assets to their grandchildren or children.

Bare Trusts are also required when an individual wants to borrow funds through their superannuation fund to acquire an asset. The rules around this specify that the asset acquired using limited recourse finance must be held in the name of a bare trustee on behalf of the fund as sole beneficial owner. Banks usually request that a superannuation fund borrower obtains and provides evidence that a Bare Trust Deed (sometimes known as a Declaration of Trust or Deed of Settlement) has been executed before the legal title to the asset is registered in the bare trustee’s name. The documents can be used for any asset that the fund is permitted to acquire under the superannuation legislation, such as real property, shares, units or other investments.

As part of the package, CCASA also supplies trustee resolutions for the bare trustee and the superannuation fund trustee as well as an overview document.

Contact Craig at craig@ccasa.com.au or Lisa at lisa@ccasa.com.au if you’re not sure whether a Bare Trust is the right option for your client. If you’re ready to go, log in to our simple online ordering system and be amazed how quick and easy it is to have your Bare Trust package ready to go. Register here if you’re not already using CCASA Docs. Documents are generated based on the instructions received. We recommend you seek legal and/or accounting clarification on the documents and how they can be used in your circumstances.

Sign up to the CCASA newsletter to stay on top of all this and much more.

An Easier Way to Order Discretionary Trusts Online

The close relationship we have with our clients means we listen to your feedback and whenever possible improve our services to make things easier for you. Our latest update to the CCASA Docs platform does just that! You can now add an unlimited number of appointors when ordering Discretionary Trusts for your clients.

Many people set up Discretionary Trusts for the purposes of estate planning, asset protection or tax benefits. Discretionary trusts require 4 parties to be involved in the setup and management of a Discretionary Trust: the settlor, trustee, appointor and beneficiaries. While the trustee is the legal owner of the trust, and makes decisions on behalf of the trust, appointors have the power to remove or appoint trustees to the trust, such as when the trustee is incapable of performing their duties.

In some cases clients only require two appointors (often the parents) but at other times you probably find that more appointors are needed. Most online ordering systems, including those of our competitors, only allow accountants to add 2 appointors at the time of setting up the trust. This often means frustrations that end in a phone call and you having to manually send in an order form. We wanted a better way! So our developers have streamlined the CCASA Docs process to allow you to add multiple appointors—in fact, as many as you want!

You can choose between “Joint Appointors” or “Individual & Successor Appointors” when adding multiple appointors to the Discretionary Trust. For joint appointors the deed will list all appointors ‘together’ and decisions are made by the majority. For successor appointors, decisions are made by the first appointor and only move to the next appointor following the death of the first. This can all be set up easily online through CCASA Docs.

Contact Craig at craig@ccasa.com.au or Lisa at lisa@ccasa.com.au if you’re not sure whether a Discretionary Trust is the right option for your client. If you’re ready to go, log in to our simple online ordering system and be amazed how quick and easy it is to have your Discretionary Trust documents ready to go. Documents are generated based on the instructions received. We recommend you seek legal and/or accounting clarification on the documents and how they can be used in your circumstances.

Sign up to the CCASA newsletter to stay on top of all this and much more.

Save Money with Monthly Billing

As a professional services firm, we understand how important it is to manage your budgets effectively. CCASA clients can now set up an affordable monthly installment plan for all your compliance needs. This is a great funding option for clients wanting to claim full deductions and GST up front while freeing up cash flow and better managing payments.

To do this we have engaged the FeeSynergy model. FeeSynergy is the leading provider of professional fee finance in Australia and New Zealand and is used by thousands of businesses of all sizes.

How does FeeSynergy work?

CCASA will send you one annual invoice for our compliance services, which will be paid to us in full by FeeSynergy within five days. At this point you may be able to claim the full deduction and GST for your expenses upfront. You’ll then have monthly payments direct debited from your bank account according to a pre-arranged payment plan that is affordable to you. Keep in mind that you’re responsible for any interest owed on the funding.

What are the benefits?
  • Certainty regarding payments and timing is guaranteed
  • A monthly listing of annual company reviews is still provided
  • You can determine the number of companies receiving review services as of 1 July (and whether to raise an annual fee)
  • If you add or remove companies during the year, the fee will not change—there won’t even be an invoice at the end of the year to pick up any increase in companies!
How do I get the ball rolling?

It’s actually very quick and easy. CCASA will offer you a monthly payment option which you can accept if you’re interested in taking up the financial benefits. You’ll need to complete and sign the relevant documents and send them back to CCASA. We then forward these documents onto FeeSynergy for processing…and away we go!

Check out the FeeSynergy website if you’re keen to know more or get in touch with the CCASA team for a chat.

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