Detailed Report on the Pre-incorporation and Registration Processes

This report outlines the essential steps involved in the pre-incorporation and registration of Nature's Good Food Pty Ltd, a proprietary company. It begins with pre-incorporation processes, including consent forms for directors, and the company secretary, as well as consent to act as a member with detailed share issue information. The report then delves into the registration process, covering name reservation, company type determination, application requirements including director, secretary, and member details, and the company's operating hours. It also includes the company constitution, outlining the company's objectives, internal management, share rights, and board of directors' structure. The report concludes with a share certificate for each member, ensuring compliance with the Corporations Act 2001. This comprehensive overview provides a detailed guide to company formation in Australia.

Contents
1. Pre-incorporation processes....................................................................................................................2
1.1 a Consent to act as a director............................................................................................................2
1.1 b Consent to act as a director............................................................................................................3
1.2 Consent to act as a Company Secretary.............................................................................................4
1.3 CONSENT TO ACT AS A MEMBER (Share Issue)..................................................................................5
1.3 CONSENT TO ACT AS A MEMBER (Share Issue)..................................................................................6
CONSENT TO ACT AS A MEMBER (Share Issue).......................................................................................7
1.4 Share Certificate of the Company......................................................................................................7
2. Registration process..............................................................................................................................10
2.1 Reserving of the Name....................................................................................................................10
2.2 Type of a company...........................................................................................................................10
2.3 Application to be made for the formation of the company.............................................................10
2.5 Opening Hours of the Company......................................................................................................11
2.6 Internal Management of the Company...........................................................................................11
CONSTITUTION OF THE COMPANY....................................................................................................12
2.7 Shares..............................................................................................................................................13
3. Works Cited.......................................................................................................................................15
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1. Pre-incorporation processes
1.1 a Consent to act as a director
Nature’s Good Food Pty Limited
ACN: 896 578 990
The Board of Directors
Nature’s Good Food Pty Limited
87- A, St. Georgia Street, Granville
NSW AUSTRALIA
I hereby extend by consent to act as the Director of the company Nature’s Good
Food Pty Limited, which is proposed to be registered under the Corporation Act 2001. As
per the requirements of the sections 201A and 120 of the Act, the notice of the following
personal details has been given
Full Name: Christina Oliver
Date of Birth: 29/01/1992
Place of Birth: NSW
Usual Residential Address: 42, Jackson Apartments,
Clyde Street, Granville, NSW.
Dated this 25/03/2020
Christina Oliver
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1.1 b Consent to act as a director
Nature’s Good Food Pty Limited
ACN: 896 578 990
The Board of Directors
Nature’s Good Food Pty Limited
87- A, St. Georgia Street, Granville
NSW AUSTRALIA
I hereby extend by consent to act as the Director of the company Nature’s Good
Food Pty Limited, which is proposed to be registered under the Corporation Act 2001. As
per the requirements of the sections 201A and 120 of the Act, the notice of the following
personal details has been given
Full Name: Jobin Pattinson
Date of Birth: 14/02/1990
Place of Birth: NSW
Usual Residential Address: 8/20 A, Blaxcell Street, Granville, NSW.
Dated this 25/03/2020
Jobin Pattinson
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1.2 Consent to act as a Company Secretary
Nature’s Good Food Pty Limited
ACN: 896 578 990
Nature’s Good Food Pty Limited
87- A, St. Georgia Street, Granville
NSW AUSTRALIA
The consent is to act as a Company Secretary of Nature’s Good Food Pty Limited,
as registered under the Corporation Act 2001. As required by the provisions of the section
204A of the Corporation Act, the notice of the personal details have been provided as
follows, as necessitated to act as the company secretary of the mentioned company.
Full Name: Patricia Kudrow
Date of Birth: 27/12/1990
Place of Birth: Granville, NSW
Usual Residential Address: 5 – Louis Street, Granville, NSW.
Dated this 25/03/2020
Patricia Kudrow
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1.3 CONSENT TO ACT AS A MEMBER (Share Issue)
Nature’s Good Food Pty Limited
ACN: 896 578 990
TO:
The Directors
I, Christina Oliver hereby give my consent to act as the member of Nature’s Good Food
Pty Limited and fulfill the duties prescribed, as per the registration obtained for the
company under the section 120 of the Corporations Act 2001.
Full Name: Christina Oliver
Date of Birth: 29/01/1992
Place of Birth: NSW
Usual Residential Address: 42, Jackson Apartments,
Clyde Street, Granville, NSW.
I agree to subscribe to the shares upon the registration of company, the details of which are
mentioned hereunder and further agree to make full payments to the company for the
applicable sum of $ 250000 upon such subscription.
Number of shares: 2500
Shares class: Ordinary share: 1000 Shares, Amount $ 100000
Preference shares: 1000 Shares, Amount $ 100000
Redeemable Shares: 500 shares, Amount $ 50000
Dated this 25/03/2020
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1.3 CONSENT TO ACT AS A MEMBER (Share Issue)
Nature’s Good Food Pty Limited
ACN: 896 578 990
TO:
The Directors
I, Jobin Pattinson hereby give my consent to act as the member of Nature’s Good Food Pty
Limited and fulfill the duties prescribed, as per the registration obtained for the company
under the section 120 of the Corporations Act 2001.
Full Name: Jobin Pattinson
Date of Birth: 14/02/1990
Place of Birth: NSW
Usual Residential Address: 8/20 A, Blaxcell Street, Granville, NSW.
I agree to subscribe to the shares upon the registration of company, the details of which are
mentioned hereunder and further agree to make full payments to the company for the
applicable sum of $ 250000 upon such subscription.
Number of shares: 2500
Shares class: Ordinary share: 1000 Shares, Amount $ 100000
Preference shares: 1000 Shares, Amount $ 100000
Redeemable Shares: 500 shares, Amount $ 50000
Dated this 25/03/2020
1.4 Share Certificate of the Company
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Share Certificate
Nature’s Good Food Pty Limited
A.C.N _896_578_ 990_
INCORPORATED UNDER THE COPORATIONS ACT 2001
Registered Office : Granville, NSW 2020
Certificate Number:1
This is to certify that
Christina Oliver
OF Granville, NSW.
is registered holder of undermentioned shares in the company, subject to the constitution
thereof.
Share Class Total No. of Shares Amount paid
per Share
$
Amount Unpaid per
share
$
Ordinary Shares 1000 $100
Preference Shares 1000 $ 100
Redeemable Shares 1000 $ 100
Signed for and on behalf of the company in accordance with the Corporations Act.
Date:
This certificate was authorised by:
Directors:
Christina Oliver
Jobin Pattinson
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Share Certificate
Nature’s Good Food Pty Limited
A.C.N _896_578_ 990_
INCORPORATED UNDER THE COPORATIONS ACT 2001
Registered Office : Granville, NSW 2020
Certificate Number: 2
This is to certify that
Jobin Pattinson
OF Granville, NSW.
is registered holder of under mentioned shares in the company, subject to the
constitution thereof.
Share Class Total No. of Shares Amount paid
per Share
$
Amount Unpaid
per share
$
Ordinary Shares 1000 $100
Preference Shares 1000 $100
Redeemable Shares 500 $100
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Signed for and on behalf of the company in accordance with the Corporations Act.
Date:
This certificate was authorised by:
Directors:
Christina Oliver
Jobin Pattinson
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2. Registration process
2.1 Reserving of the Name
Reserving the name of the company is one of the foremost requirements of the company
formation. As required by the provisions of the Section 147 of the Corporations Act 2001, it is to
be noted that the approval for the name of the proposed company must be obtained and the same
must not be identical to that of an existing company. The name is approved by the Australian
Securities and Investment Commission (ASIC). Once the name is approved, the company would
be recognized by the said name itself. It is to be noted that the company should ensure to include
the word "Proprietary" in their name, on every official document, and records relating to the
company.
2.2 Type of a company
The Nature’s Good Food Pty Limited would be a Proprietary Company as evident from the name
itself and would be a company limited by shares, and would be engaged in the business of
production of fresh juices and other organic products. Corporation Act 2001, S. 112(1).
2.3 Application to be made for the formation of the company
In order to incorporate any company in Australia, an application must be lodged with the
Australian Securities and Investment Commission, as prescribed in the Section 117(1). Some of
the key particulars to be mentioned in the application are listed as follows. Firstly, it should be
mentioned that the company is in nature of a private company or proprietary company. The
second thing is the proposed company name that is the “Nature’s Good Food Pty Limited.”
Further as per the section 117(3), the names and addresses of the directors need to be provided,
which are listed as follows.
Name and Details of the Directors of Nature’s Good Food Pty Limited
S.N Given Name Family Name Date and place of birth
1 Christina Oliver 1992/01/29, NSW, Australia
2 Jobin Pattinson 1990/02/14, NSW, Australia
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Name and Details of the Company Secretary of Nature’s Good Food Pty Limited
S.N Given Name Family Name Date and Place of birth
1 Patricia Kudrow 1990/12/27, NSW, Australia
Name and Details of the Members of the Nature’s Good Food Pty Limited.
S.N Name of the promoters Address
1 Christina Oliver NSW, Australia
2 Jobin Pattinson NSW, Australia
Name and Details of the shares held by the Members of the Nature’s Good Food Pty Limited.
S.N Name of the promoters Ordinary Shares Preference Shares Redeemable
Shares
1 Christina Oliver 1000 1000 500
2 Jobin Pattinson 1000 1000 500
Total 2000 2000 1000
The application must additionally state the address of the registered head office of the company
that is the “87- A, St. Georgia Street, Granville, NSW, Australia.” The state in which the
company to be registered is that of NSW.
2.5 Opening Hours of the Company
The office hours of Nature’s Good Food Pty Limited will be from 10AM to 6PM on weekdays.
Thus, on an average the working hours of the company are worked out to be 8 hours on a daily
basis.
2.6 Internal Management of the Company
The Section 134 of the Corporations Act deals with the internal management of the company.
The Nature’s Good Food Pty Limited would be governed by the Constitution in relation to the
management of the company. A constitution as per the Section 140 of the Corporations Act is
denoted as a contract to which there is various parties that are the company, each member, each
director, and the company secretary. Additionally, this contract is also applicable between one
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member of the entity and the other. It is to be noted that the constitution of a proprietary
company need not be lodged with the ASIC, however it is prescribed to keep a copy of the same
within the company records for addressing the various matters related to the internal
management of the company. Further, it is to be noted that
As per the Section 136 (2) of the Corporations Act, a company can make modifications to or
repeal the previous constitutions of the company, by passing a special resolution for the same.
The constitution of the company is elaborated as follows.
CONSTITUTION OF THE COMPANY
 The sole objects are of the company is the manufacturing of fresh juices and other
organic eatable products. The company would not engage in any other business rather the
one mentioned in the object of the company.
 In relation to the modification, repealing or the adoption of a constitution, as done
through the special resolution, the copy of same must be filed with the registrar within 14
days of passing of such a resolution.
 An approval by special resolution would be required for the terms and conditions of the
issuance of the preference shares by the company as listed below.
-Repayment of capital;
-Cumulative and non-cumulative dividends;
-Surplus assets and profits would be subjected to the participation in ratio of the
preference shares
-Priority of payment of capital and dividends against other shares.
 The term for the issuance of the redeemable shares are that the same are liable to be
redeemed, on either of the below mentioned:
- At a fixed time that is pre decided or is subjected to an event taking place,
- At the option of the company
- At the option of the shareholder.
Some of the key matters to the management of the company are listed as follows.
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