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Company Establishment Instruction
CogniKin Pty Ltd -- Instruction to Matthew Sweeney (Cyre Partners)
Document Reference: CK-SETUP-001
Date: 31 March 2026
From: Marc Withnall, on behalf of the founding shareholders
To: Matthew Sweeney, Non-Executive CFO / Cyre Partners (matthew.sweeney@cyrepartners.com.au)
Instruction
Matthew, please proceed with the registration of CogniKin Pty Ltd as a proprietary company limited by shares under the Corporations Act 2001 (Cth), in accordance with the following instructions.
1. Company Details
| Field | Value |
|---|---|
| Company Name | CogniKin Pty Ltd |
| Company Type | Proprietary company limited by shares |
| Registered Office | [To be confirmed with Matthew -- KI registered office recommended] |
| Principal Place of Business | [Same as registered office or as agreed] |
| Financial Year | 1 July -- 30 June |
| Governing Rules | Bespoke constitution (NOT replaceable rules) -- draft provided separately |
2. Director
| Name | Role | Residential Address | Director ID |
|---|---|---|---|
| Anthony William Brace | Sole Director | [To be provided by Anthony] | [To be provided by Anthony] |
Anthony's consent to act as director is provided separately via CogniSign (Document CK-DIR-001).
Single director policy: CogniKin Pty Ltd will have one director at incorporation. The Shareholders Agreement provides for expansion to 5 directors (including a PE-nominated director and an independent director) as the company grows.
3. Company Secretary
Not appointing a secretary at this time. A proprietary company is not required to have a secretary under s204A(1) of the Corporations Act.
4. Share Structure
The constitution MUST authorise the following three share classes at incorporation:
Class A Ordinary Shares (Founders)
- 1 vote per share, pro rata dividends, no liquidation preference
Class B Preference Shares (Reserved for PE Investment)
- 1 vote per share + class vote on reserved matters
- 1x non-participating liquidation preference
- Anti-dilution protection (broad-based weighted average)
- Conversion right to Class A
- No Class B shares issued at incorporation -- reserved for future PE round
Class C Shares (ESOP)
- Reserved but unissued at incorporation
- 150 shares reserved (12.5% of fully diluted capital)
- Subject to Board-approved ESOP plan
5. Share Subscription at Incorporation
CRITICAL: All founding shareholders subscribe through their entity vehicles AT incorporation. Do not register shares in personal names.
| Subscriber | Entity Vehicle | Class | Shares | Price/Share | Total |
|---|---|---|---|---|---|
| Marc Withnall & Nick Wells | KI Investment Trust No. 1 (Trustee: KI Investment Management Pty Ltd) | A | 600 | $1.00 | $600 |
| Anthony Brace | [Anthony's Family Trust] (exact name to be confirmed with Anthony) | A | 200 | $1.00 | $200 |
| Kevin Withnall | ILB Pty Ltd | A | 200 | $1.00 | $200 |
| Total | A | 1,000 | $1,000 |
6. Registrations Required
Please arrange the following immediately after incorporation:
| Registration | Authority | Priority |
|---|---|---|
| ABN | ATO (ABR) | Immediate |
| GST | ATO | Immediate (will exceed $75K threshold) |
| TFN | ATO | Immediate |
| PAYG Withholding | ATO | If required |
7. Additional Instructions
-
Constitution: Must be bespoke (not replaceable rules). Must authorise Class A, B, and C shares. Draft will be provided for your review.
-
ESIC Assessment: Please assess whether CogniKin Pty Ltd qualifies as an Early Stage Innovation Company under s360-40 ITAA 1997. This provides PE investors with a 20% tax offset and CGT exemption on shares held 12 months to 10 years.
-
R&D Tax Incentive: Please confirm eligibility for the 43.5% refundable R&D tax offset (turnover under $20M).
-
Bank Account: Please open a business bank account for CogniKin Pty Ltd immediately after registration.
-
D&O Insurance: We will arrange D&O insurance ($5M minimum). Please confirm if you have a recommended broker.
-
Family Trust Subscriptions: Confirm that KI Investment Trust No. 1 and Anthony's family trust can subscribe for shares at incorporation without triggering CGT events. Both trusts should be the original subscribers at nominal value.
-
Solvency: The first board meeting will adopt a safe harbour resolution under s588GA. Please ensure books and records are established from day one (s286 gateway requirement).
8. Timeline
This is urgent. We are targeting:
- Company registered within 5 business days of this instruction
- Shares subscribed and issued on the day of incorporation
- ABN/GST/TFN active within 2 weeks
- First client contract signed within 14 days of incorporation
9. Confirmation
By signing below, the founding shareholders confirm these instructions and authorise Matthew Sweeney / Cyre Partners to proceed with the registration of CogniKin Pty Ltd.
Marc Withnall -- Principal, KI Investment Trust No. 1
Date: ________
Nick Wells -- Principal, KI Investment Trust No. 1
Date: ________
Anthony Brace -- Director-designate, CogniKin Pty Ltd
Date: ________
This instruction is provided for the purpose of company registration. Matthew should contact Marc (0424 180 305 / marc@kurandaindustries.com.au) with any questions.
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