ob体育

Foreign companies

If an entity satisfies the definition of 鈥榝oreign company鈥� in section 9 of the Corporations Act 2001 (Corporations Act) 鈥� that is, generally, a company registered outside Australia 鈥� it must be registered with ob体育 to carry on business in Australia. However, a company registered outside Australia does not need to register as a foreign company if they choose to incorporate an Australian company (subsidiary) to conduct business in Australia.

If you鈥檙e unsure if your entity satisfies the definition of a foreign company carrying on business in Australia, or if you should register a subsidiary, we recommend getting your own advice. Corporations sole, exempt public authorities and unincorporated bodies that were formed outside Australia and cannot hold property, or sue or be sued in accordance with the law of their place of formation, are not foreign companies.

How to register as a foreign company in Australia

Step 1 鈥� Ensure the name you wish to register is available

You can only use a name that is not identical to the name of an existing company or business in Australia. Use our search to see if the name you want is available.

Some words and phrases cannot be used without the approval of an Australian government minister. Examples include:

• 鈥榖uilding society鈥�
• 鈥榯谤耻蝉迟鈥�
• 鈥榰苍颈惫别谤蝉颈迟测鈥�
• 鈥榗hamber of commerce鈥�.

You can鈥檛 use words that could mislead people about the entity鈥檚 activities. This includes names that suggest a connection with the Australian Government, the British Royal Family or an ex-service organisation where such a connection does not exist.

We may also refuse a name if it鈥檚 considered offensive or suggests illegal activity. For more information on company names and restricted words, see Information Sheet 71 Company name availability ().

Even if we register a name for you, a company with a similar name may take legal action against you. It is your responsibility to be aware of any similar names that may affect your name.

You should also make sure that your name doesn鈥檛 infringe any existing trademarks. Visit the to search for existing trademarks.

Reserving a company name

If you aren鈥檛听ready to register your entity as a foreign company in Australia but want to make sure听a name听is available, you can apply to reserve it by lodging Application for reservation of a name.

If we approve your application, we will reserve the name for two months. If you wish to extend this period, you鈥檒l need to apply to reserve the name again.

We will not reserve a name for a long period because this prevents other people from听using the name legitimately.

Step 2 鈥� Complete Form 402

To register an entity as a foreign company, complete . You need to provide general information about the proposed company and how it will be run. There is a detailed guide at the end of the form to help you complete it.

Foreign company directors are required by law to apply for a director identification number (director ID) if they do not already have one.

If your proposed name isn鈥檛 available, we will reject your application and you can of your application fee.

Step 3 鈥� Include supporting听documents

A high proportion of foreign company registration applications are delayed or refused because they don鈥檛 contain the correct documentation. You must ensure that all your supporting documents meet the requirements.

If any document for lodgement is not in English, you must provide a reasonable translation into English.

When you lodge , you must also include:

• a current certified copy of the entity鈥檚 certificate of incorporation or registration
• a current certified copy of the entity鈥檚 constitution
• a memorandum of appointment of the local agent or power of attorney in favour of the local agent
• a memorandum stating the powers of certain directors.

1. A current certified copy of the entity鈥檚 certificate of incorporation or registration

The certificate (or similar document) must have been issued by the governing authority in the place of incorporation that exercises similar functions to ob体育 (鈥榦b体育 equivalent鈥�). The copy must:

• be certified as a true copy by the ob体育 equivalent
• be dated no more than three months before it鈥檚 received by us, unless we allow a longer period.

If a certified copy of a certificate of incorporation or registration cannot be obtained, we will also accept a certified copy (in accordance with the requirements above) of:

• a certificate of good standing
• a certificate of status
• a certificate of legal existence, or
• a certificate of current standing.

2. A current certified copy of the entity鈥檚 constitution

The copy of the constitution must include all amendments that have affected the constitution to the date it is received by ob体育. The copy must be certified as a true copy no more than three months before it is lodged with ob体育 by:听

• the ob体育 equivalent
• a notary public, or
• a duly witnessed affidavit that is sworn in accordance with the legal requirements of the jurisdiction where it is made. If the affidavit is sworn in Australia, it must be made by a director or secretary听of the entity.

If the entity does not have a constitution or is bound by some other means of governance, you must provide a written statement to that effect and, if possible, describe the legislation that governs the entity鈥檚 administration. This statement must be signed by an officeholder of the entity and have an original signature.

3. A memorandum of appointment of the local agent or power of attorney in favour of the local agent

Memorandum of appointment of local agent may be used for听this purpose. The memorandum or power of attorney must be executed by, or on behalf of,听the entity. It must state the name, address and appointment date of the local agent who is:

• an individual or an Australian company
• resident in Australia
• authorised to accept, on behalf of the foreign company, service of process and notices.

If the memorandum or power of attorney, including , is being lodged by a third party on behalf of the proposed foreign company, they must also provide a copy of the document that authorises them.

To verify the authorising听document, you must lodge .

4. A memorandum stating the powers of certain directors

If the list of directors on Form 402 includes directors who are resident in Australia and members of a local board of directors, you must lodge a memorandum that outlines their powers.

Step 4 鈥� Lodge Form 402 with the fee and supporting documents

Form 402 must be signed by a director or secretary of the proposed foreign company, or the proposed foreign company鈥檚 local agent.

Form 402 must be lodged with the applicable fee. For the correct fee amount, see听Information Sheet 30 Fees for commonly lodged documents (INFO 30).

Send the completed Form 402 and supporting documents to:

Australian Securities and Investments Commission
PO Box 4000
Gippsland Mail Centre VIC 3841

Once your application has been processed and approved,听we鈥檒l send you听a registration certificate and your Australian Registered Body Number (ARBN).

Ongoing obligations of a registered foreign company

Once registered, a foreign company has ongoing obligations.

If your foreign company operates a notified foreign passport fund, it will have ongoing obligations to the fund, including reporting responsibilities to ob体育. For more information, see Regulatory Guide 138 Foreign passport funds (RG 138).

Maintain a registered office

You must maintain a registered office in Australia that is open every business day from at least 10 am to 12 pm and 2 pm to 4 pm. This is unless you notify ob体育 of alternative registered office hours.

A representative of your company must be present at the registered office whenever it is open.

Display your company name

You must display the company鈥檚听name outside every office and place of business that is open to the public.

Unless your company is a bank or other authorised deposit-taking institution, it must also display:

• its place of origin
• at its registered office, the words听鈥榬egistered office鈥�
• notice of the limited liability of its members (if the company鈥檚 name does not end in 鈥楲imited鈥� or 鈥楲td鈥�).

Display听your ARBN correctly

You must display your company鈥檚 name听and ARBN on all public documents. This includes negotiable instruments published or signed in the jurisdiction.

If your company is a notified foreign passport fund operator, you must also include the Notified Foreign Passport Fund Registration Number (NFPFRN) for the fund and any other unique number allocated to the fund by ob体育.

If you are lodging a paper form and attachments, you must also meet the requirements for paper size and quality, text colour and margins. Learn more about lodging paper forms.

Unless the company is a bank or other deposit-taking institution, every public document and instrument must also include:

• its place of origin
• notice of the limited liability of its members if applicable (if the company鈥檚 name does not end in 鈥楲imited鈥� or 鈥楲td鈥�).

Some abbreviations are allowed. These include:

• for Australian 鈥� 鈥楢ust.鈥�
• for Registered 鈥� 鈥楻egd.鈥�
• for Number 鈥� 鈥楴o.鈥�
• for Australian Registered Body Number 鈥� 鈥楢RBN鈥� or 鈥楢.R.B.N.鈥�
• for Notified Foreign Passport Fund Registration Number 鈥� 鈥楴FPFRN鈥� or 鈥楴.F.P.F.R.N.鈥�

Use a local agent

A registered foreign company must always have a local agent. The local agent of a registered foreign company:

• is responsible for any obligations the company must meet
• may be liable for any breaches or penalties.

If your local agent stops acting as an agent, you must appoint another听one. A local agent can be appointed by:

• a memorandum of appointment ( may be used for this purpose) or a power of attorney duly executed by or on behalf of the foreign company
• to appoint the new agent.

If Form 418 is executed by a third party on behalf of the foreign company, you must also lodge , together with a copy of the document that authorises the third party. A foreign company may have more than one local agent at the same time.

Establish a branch register of members

A registered foreign company that has share capital may need to establish a branch register of members in Australia.

If an Australian resident member requests you register their shares in a branch register, you must register them or establish a branch register within one month of the request. You may not discontinue the branch register without the member鈥檚 consent.

If a member requests in writing that you register their shares in another register, you must remove the member鈥檚 shares from the branch register and register those shares in the register requested by the member.

Lodge documents with ob体育

Financial statements

Registered foreign companies must lodge financial statements with ob体育 at least once every calendar year. The time between financial statements can鈥檛 be more听than 15听months.

Financial statements are made up of:

• a copy of the company鈥檚 balance sheet, profit and loss statement, and cash flow statement (all up to the end of the latest financial year)
• Statement to verify financial statements of a foreign company
• any other documents required by law in the company鈥檚 place of incorporation.

A foreign company that operates a notified foreign passport fund must lodge a copy of that fund鈥檚 financial report for the year, prepared in accordance with the home economy鈥檚 financial reporting requirements, and a copy of each auditor鈥檚 report that relates to the financial report.

A foreign company that holds an Australian financial services (AFS) licence and relies on is exempted from having to lodge 听Australian financial services licensee profit and loss statement and balance sheet听and 听Auditor鈥檚 report for AFS licensee听as long as the foreign company AFS licensee lodges with its financial statements and an auditor鈥檚 report.

Annual return

A foreign company that relies on relief provided under does not have to lodge Statement to verify financial statements of a foreign company and financial statements with ob体育. Instead, the company must lodge Annual return of foreign company.

The foreign company must lodge an annual return at least once every calendar year and within one month after the date of its annual general meeting (AGM). If the company鈥檚 place of incorporation does not require it to hold an AGM, we suggest lodging the annual return at the same time each calendar year.

Late fees

The Statement to verify financial statements of a foreign company听or听Annual return of foreign company听should be听accompanied by the required fee: see INFO 30.

apply if documents are听lodged outside of the lodging period.

Keeping your details up to date

If details about your company, its directors or the local agent change, you must let us know.

Table 1 lists changes you can make and the documents you must lodge. Except for notifications about a change of local agent or registered office hours, you may also notify us of these changes using .

Table 1: Forms to use to notify ob体育 of changes

Change	Form
The company appoints听a local agent	Form 403, Form 404 and Form 418
The company changes its name, constitution or resident Australian directors鈥� powers	Notification听of change to details of a foreign company or a registered Australian body
The company changes its registered office hours (in Australia) or address (in Australia or the place of incorporation)	Notification of change of registered office or office hours of a registered body
Change to the directors鈥� details, including appointments	Notification of change to directors of a registered body
Change to the local agent or their details
The company establishes a branch register in Australia, changes the location of that register or discontinues the register	Notification in relation to the register of a registered foreign company under section听601CM
The company ceases business in Australia, is wound up or is deregistered	Notification of cessation, winding up or dissolution of a foreign company or registered Australian body

Lodging documents as a New Zealand company

New Zealand companies that are registered as foreign companies in Australia do not have to lodge certain documents.

For more information, see .

Where can I get more information?

• RG 138 Foreign passport funds
• Contact us online or call 1300 300 630 (within Australia) or +61 3 5177 5407 (outside Australia).

Important notice

Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice. We encourage you to seek your own professional advice to find out how the applicable laws apply to you, as it is your responsibility to determine your obligations.

You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases, your particular circumstances must be taken into account when determining how the law applies to you.