Pty Ltd (Australia) (Pty Ltd)

TL;DR

Australia's standard private-company structure — at least one Australian-resident director, no minimum share capital, ASIC-registered. Default for AU VC.

A Proprietary Limited (Pty Ltd) company is Australia's default structure for private companies. Setup requires at least one director who is ordinarily resident in Australia, an Australian Company Number (ACN), a registered office address in Australia, and registration with ASIC. There is no minimum share capital — companies routinely incorporate with A$10 of issued shares — and ongoing obligations include lodging an annual review with ASIC, filing financial statements (audit threshold scales with size), and complying with the Corporations Act 2001.

For founders, Pty Ltd is the ESVCLP-compatible vehicle Australian VCs invest into. Many founders ultimately 'flip' their Pty Ltd into a Delaware C-Corp at Series B or C if they're targeting a US listing, but the early rounds typically run in Pty Ltd structure with ESVCLP-friendly Australian VC leads.

Worked example

Two Sydney co-founders incorporate XYZ Pty Ltd via ASIC Connect: A$574 incorporation fee, single resident director (one of the founders), A$100 of paid-up share capital. Annual ASIC review fee A$310. The company qualifies as an ESVCLP investee for its A$2M Blackbird seed round 8 months later.

Common pitfalls

• Incorporating without a resident director and triggering ASIC compliance issues.
• Failing to lodge the annual review and ending up on ASIC's deregistration pipeline.
• Trying to take US growth equity into a Pty Ltd structure that hasn't been Delaware-flipped — friction at term-sheet stage.

When this shows up in a pitch deck

Australian seed decks list 'XYZ Pty Ltd, Sydney HQ, ESVCLP-qualifying' on the corporate-structure slide.

Related terms

• ESVCLP — Australia's tax-advantaged VC fund structure granting fund-level tax exemption and a 10% non-refundable carry tax offset for LPs — used by most AU VCs.
• VCLP — Australia's older, larger-fund venture structure with the same fund-level tax exemption as ESVCLP but no fund-size cap and a higher portfolio bar.
• ASIC Filing — Mandatory filings every Australian Pty Ltd lodges with ASIC — incorporation, annual review, share-capital and director changes within 28 days of the event.
• ESS Startup Concessions (Australia) — Australia's tax concession for employee share schemes at qualifying startups: no upfront tax on grant, CGT on sale (50% discount after 12 months held).
• Companies House Filing — Mandatory public filings every UK Ltd makes to Companies House — incorporation, share allotments, PSC register, accounts, and confirmation statement.

Use this in your next pitch deck

Deckmetric scores your pitch across 10 VC frameworks and against 8 investor types. Upload your deck for an instant analysis, or check the startup valuation calculator to benchmark your raise.