Proprietary Limited Company in Australia (2024-25): Complete Guide

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    Are you thinking about taking the step to launch a business in Australia‘s dynamic environment? If so, you have probably come across the mysterious word “Pty Ltd” and wondered what it means. In the commercial world of Australia, Pty Ltd, which stands for “Proprietary Limited,” is the legal term for a private limited corporation. Numerous benefits come with this categorization, the most important of which are limited liability protection and the creation of a separate legal entity from its owners.

    However, as appealing as these advantages may seem, navigating the dense maze of legal requirements and laws involved in establishing a proprietary limited company in Australia may be overwhelming, especially for new entrepreneurs. In this in-depth examination, we will untangle the complexities surrounding Pty Ltd firms, identify their benefits and drawbacks, and provide essential insights to assist you in determining whether this structure coincides with your company goals. Let us begin!

    What is Pty Ltd?

    When a firm wears the desired label “Pty Ltd,” it indicates that it is a private limited company, and its shareholders’ responsibility is restricted to the money they have deposited in the company. In essence, this name distinguishes it from other business structures by indicating a distinct combination of ownership and limited liability. The word “Proprietary” denotes that the company’s shares are kept privately and are not traded on a public stock market. As a result, if you choose the Pty Ltd structure, you must attach “Pty Ltd” to the end of your company name. 

    What is a Proprietary Limited Company in Australia?

    An Australian proprietary limited company is a type of private limited company that is registered and active in the Australian commercial scene. The shareholders, who may include the company director, take the function of firm owners within this framework. Significantly, their liability for the company’s obligations is limited to the amount of cash invested in the venture. In practice, this implies that in the case of financial distress or collapse, shareholders’ assets are protected, and immune to danger beyond their initial capital commitment.

    Steps of setting up a proprietary company in Australia

    Some of the main steps you have to follow for setting up a proprietary company in Australia. The Steps are as follows

    • Select a business name: Your business name should be distinct and not insulting. The ASIC name checker may be used to determine the availability of a business name. After you’ve decided on a name, you may reserve it for 14 days. The application Fee for reserving your business name is AUD 51.
    • Determine the company’s governance structure: Replaceable rules or a constitution may regulate proprietary corporations. The Corporations Act provides a set of default rules known as replaceable rules. A constitution is a collection of regulations that are unique to your business.
    • Select corporate officials: Every corporation is required to have at least one director. A proprietary firm is not required to have a secretary, but if one is employed, the secretary must be above the age of 18. A director identification number (director ID) is also required for directors and secretaries.
    • Register your business: The Australian Business Registration Service (BRS) allows you to register your business online. The Australian Securities and Investments Commission (ASIC) and the Australian Taxation Office (ATO) collaborated on the BRS.
    • Obtain an Australian Business Number (ABN): An ABN is a unique 11-digit number that the government uses to identify your company. The ABR website allows you to apply for an ABN online.
    • Establish a bank account: You will need to create a bank account in your company’s name. This enables you to accept and make payments on behalf of your firm.
    • File your tax return: You must register for tax with the ATO. Obtaining a tax filing number (TFN) and registering for goods and services tax (GST) will be required.

    Some Pty Ltd Companies in Australia

    The Pty Ltd company structure enjoys immense popularity among small and medium-sized businesses in Australia. 

    To underscore this point, let’s take a glance at some well-known proprietary limited companies sporting the “Pty Ltd” suffix:

    • Atlassian Pty Ltd
    • Grill’d Pty Ltd
    • Koala Mattress Pty Ltd
    • Boost Juice Bars Pty Ltd
    • Dusk Group Pty Ltd

    Benefit of a Australian Pty Ltd Company

    The primary benefit of using a Pty Ltd business structure is the considerable shield of restricted liability it provides to its stockholders. This refers to protecting shareholders’ assets when the firm faces financial difficulties or is on the verge of collapse. The responsibility of the shareholders is restricted to the amount invested in the business, decreasing their risk exposure.

    Beyond this bedrock benefit, Australian proprietary limited companies offer a plethora of other advantages:

    Perpetual Existence

    Pty Ltd companies possess the invaluable quality of perpetual existence. Regardless of shifts in ownership or management, the company can persist in its operations.

    Enhanced Branding

    Adopting the Pty Ltd structure can cultivate a professional image for your business, rendering it more appealing to potential customers, suppliers, and investors.

    Access to Funding

    Proprietary limited companies may find it easier to secure funding. They can raise funds by issuing shares to investors and leveraging financial institutions such as banks. 

    Tax Benefits

    Pty Ltd companies unlock access to various tax benefits and deductions, including allowances for business expenses, asset depreciation, and tax concessions tailored for small businesses.

    Separate Legal Entity

    An Australian Pty Ltd company functions as a legal entity distinct from its shareholders. This legal autonomy empowers the company to engage in contracts, own assets, and initiate legal actions, all in its name.

    To summarise, a Pty Ltd corporation provides an extensive range of appealing benefits to its stockholders. These benefits include the sought-after shroud of limited liability, unique legal entity status, eternal existence, tax benefits, and improved access to funds.

    Difference between a Limited Company and Pty Ltd?

    Pty Ltd implies a private firm having one or more individual proprietors in the Australian commercial scene. On the other hand, a Limited Company (distinguished by the “Ltd” suffix in its name) may assume the form of either a private or public company, and it typically boasts multiple owners or shareholders.

    Pty Ltd companies entail fewer legal prerequisites and are unable to offer their shares for public sale. In contrast, Ltd public companies embrace more intricate legal structures and have the liberty to market shares to the public on the Australian Stock Exchange.

    FeatureLimited Company (Ltd)Proprietary Limited Company (Pty Ltd)
    Ownership and shareholdersCan offer shares to the general publicShares are typically held by a small group of individuals or entities and are not offered to the general public
    LiabilityShareholders have limited liability, meaning their assets are protected from company debtsShareholders have limited liability, meaning their assets are protected from company debts
    Public trading of sharesShares can be traded on a public stock exchangeShares cannot be traded on a public stock exchange
    Regulatory requirementsSubject to more stringent regulatory requirements due to public ownershipSubject to less stringent regulatory requirements compared to Limited Companies
    Company sizeTypically larger in scale and operations compared to Pty Ltd companiesTypically smaller in scale and operations compared to Limited Companies
    FundraisingCan raise capital from the public through share offeringsCannot raise capital from the public through share offerings
    Management structureRequires a board of directors to oversee company operationsCan be managed by a single director or a small group of directors
    SuitabilitySuitable for larger businesses with plans for public listing and extensive fundraisingSuitable for smaller businesses with a limited number of shareholders and no plans for public listing


    A Pty Ltd, or “Proprietary Limited”, is a typical form of private business structure. Its owners have limited responsibility and are overseen by the Australian Securities and Investments Commission (ASIC). This structure is popular among business owners due to its flexibility, asset protection, and potential tax benefits. However, these benefits come with specific legal restrictions and duties. Overall, for many Australian entrepreneurs and enterprises seeking a blend of protection and operational independence, Pty Ltd is a favoured choice.

    You will be able to make a knowledgeable decision about whether a Pty Ltd corporation is the right structure for your firm. Before opting to form a Pty Ltd firm, let OnDemand International assist you with understanding the legal and regulatory procedures and assessing your risks.