A company registered outside of Australia is considered a 'foreign company'. Foreign companies need to be registered with ASIC if they want to conduct business in Australia
Like other companies, a foreign company may sue and be sued and can hold property in the name of its secretary or other officer. Corporations sole, exempt public authorities, and unincorporated bodies in Australia are not 'foreign companies'.
If you're not sure if the company is 'carrying on business in Australia', we recommend getting your own advice.
Foreign companies must lodge financial statements with us and tell us when their details change.
- How to register as a foreign company
- Once your foreign company is registered
- You may not need to lodge some documents if you're a New Zealand company
Step 1—Ensure the name you wish to register is available
You can only use a name that is not identical to an existing company or business. Use our Check name availability search to see if the name you want is available.
Some words and phrases cannot be used without the approval of a government minister. Some examples include:
- 'building society'
- 'chamber of commerce'
You can't use words that could mislead people about a company's activities. This includes associations with the Australian government, the Royal Family, or any ex-servicemen's organisations.
We may also refuse a name if it's considered offensive or suggests illegal activity. Learn more about company names and restricted words
Even if we reserve or register a name for you, a company with a similar name may take 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’t infringe on any existing trademarks. Visit the IP Australia website to search for existing trademarks.
Reserving a company name
If you aren't ready to register your company but want to make sure a name is available, you can apply to reserve it by lodging a Form 410 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'll need to apply to reserve the name again.
We will not reserve a name for a long period as this prevents other people from using the name legitimately.
Step 2—Lodge a Form 402
To register as a foreign company, lodge a Form 402 Application for registration as a foreign company. You need to provide general information about the company and how it'll be run. There is a detailed guide at the end of the form to help you complete it.
If your proposed name isn’t available, we will reject your application and you can request a refund of your application fee.
When you lodge the Form 402, you must also include:
1. A certified copy of the organisation's current certificate of incorporation/registration.
The certificate (or similar document) must be:
- issued by the governing authority (equivalent to ASIC) in the place of incorporation
- an original document, and
- dated no more than three months before it's received by us.
If a certificate of registration cannot be obtained here are examples of similar documents we accept:
- Certificate of Good Standing
- Certificate of Status
- Certificate of Legal Existence
- Certificate of Current Standing.
If you are providing a copy of the original certificate of registration or incorporation, (i.e. the certificate issued to the company upon its incorporation), it must be certified as a true copy by the governing authority (equivalent to ASIC) in the place of incorporation and the certification dated no more than 3 months before it is received by ASIC — unless we allow a longer period.
It must be accompanied by confirmation, issued within the same time period by that authority, that the registration or incorporation is still current.
2. A certified copy of the company's current constitution.
It needs to include all resolutions that have affected the constitution and should be certified as a true copy no more than three months before it is lodged with us.
The document must be certified as a true copy by:
- the governing body in the company's place of incorporation (e.g. the 'ASIC-equivalent')
- a notary public, or
- a duly witnessed affidavit by a director or secretary of the foreign company.
If the company does not have a constitution, you must provide a written statement that describes the legislation that governs the company's administration. This statement must also be certified by a governing body, notary public, or witnessed affidavit as described above.
3. Memorandum of appointment of the local agent or power of attorney in favour of the local agent
A Form 418 Memorandum of appointment of local agent may be used for this purpose. This document must be executed by, or on behalf of, the foreign company and state the name and address of the local agent, who is:
- an individual or an Australian company
- a resident in Australia
- authorised to accept, on behalf of the foreign company, service of process and notices.
If the Form 418 is being lodged by a third party on behalf of the foreign company, they must also provide a copy of the document that authorises them.
To verify the authorising document, you must lodge a Form 403 Verification of copy of document authorising on behalf of a foreign company, execution of a document appointing a local agent.
4. Memorandum stating the powers of certain directors
If the list of directors on the application form includes directors who are residents in Australia and members of a local board of directors, you must lodge a memorandum that outlines their powers.
Translation of documents
If any document is not in English, you must provide a certified translation into English.
A translation made outside Australia must be certified as a correct translation into English by:
- a person who has lawful custody of the original document – that is, a person who exercises functions similar to those exercised by ASIC, or
- a notary public, or
- a translator under the law
A translation made inside Australia must be certified as a correct translation into English by a person approved by ASIC such as:
- language teachers or professors at tertiary institutions
- legal translators with a minimum 12 months experience in certifying translated documents or being an interpreter before the Courts
- a Level III accredited translator by the National Accreditation Authority for Translators and Interpreters Ltd (NAATI)
- an approved translator from the Translating and Interpreting Service, or
- any other qualified person of a Commonwealth or state government department providing accredited translation services.
You may also request that we approve some other qualified person to certify a translation for you.
Step 4—Lodge the form with the fee and supporting documents
The application form must be signed by a director or secretary of the foreign company, or the foreign company's local agent.
Refer to Form 402 Application for registration as a foreign company for the correct fee amount.
Send your completed application and supporting documents to:
Australian Securities & Investments Commission
PO Box 4000
Gippsland Mail Centre VIC 3841
Once your application has been processed and approved, we'll send you a registration certificate and your Australian Registered Body Number (ARBN)
Display your company name
You must display the company's name outside every office and place of business that is open to the public.
Unless it's a bank or other authorised deposit-taking institution , it must also display:
- its place of origin
- at its registered office, the words ‘registered office’, and
- notice of the limited liability of its members (only if the company's name does not end in 'Limited' or 'Ltd.'
Display your ARBN correctly
When registered, you'll receive a unique nine digit number known as the Australian Registered Body Number (ARBN).
Under the Corporations Act, the name and ARBN must appear on all the company's public documents. This includes negotiable instruments published or signed in the jurisdiction.
Unless the body is a bank or other deposit-taking institution, every public document and instrument must also include:
- its place of origin, and
- notice of the limited liability of its members (only if the body's name does not end in 'Limited' or 'Ltd.'
Some abbreviations are allowed. These include:
- for Australian - ‘Aust.’
- for Registered - ‘Regd.’
- for Number - ‘No.’
- for Australian Registered Body Number - ‘ARBN’ or 'A.R.B.N.'
Use a local agent
A registered foreign company must always have a local agent. A local agent of a registered foreign company:
- is responsible for any obligations the company must meet, and
- may be liable for any breaches or penalties.
If a local agent ceases, you must appoint another one. A local agent can be appointed by:
- a memorandum of appointment (a Form 418 Memorandum of appointment of local agent may be used for this purpose) or a power of attorney duly executed by or on behalf of the foreign company, and
- a Form 404 Notification of change to agent of a foreign company to appoint the new agent.
If the Form 418 is executed by a third party on behalf of the foreign company, you also need to lodge a Form 403 Verification of copy of document authorising on behalf of a foreign company
A foreign company may have more than one local agent at the same time. If the agent changes their details, you must notify us within one month by lodging a Form 404 Notification of change to agent of a foreign company.
Lodge financial statements
Registered foreign companies must lodge financial statements with us at least once every calendar year. The time between financial statements can't be more than 15 months.
Financial statements are made up of:
- a copy of the company’s balance sheet, profit and loss statement and cash flow statement (all up to the end of the latest financial year),
- a Form 405 Statement to verify financial statements of a foreign company, and
- any other documents required by law in the company's place of incorporation.
When a foreign company that holds an Australian financial services (AFS) licence lodges their financial statements, they can:
- lodge a Form 405 and include an auditor's report, or
- lodge Form FS70 Australian financial services licensee profit and loss statement and balance sheet and FS71 Auditors report for AFS licensee.
Some foreign companies may be exempt from reporting; see Regulatory Guide 58 Reporting requirements: Registered foreign companies and companies with foreign shareholders (RG 58). Exempt companies must lodge Form 406 Annual return of a foreign company instead of Form 405.
Late fees apply if changes are lodged outside of the lodging period.
Keeping your details up to date
If your details change, you must let us know.
Below is a list of changes you can make and the documents you must lodge:
- If the company is wound up or deregistered (Form 407)
- If the company changes its name, constitution, or powers (Form 409)
- If the company changes its hours or office address (Form 489)
- If the company changes its directors' details (Form 490)
New Zealand companies that are registered as foreign companies in Australia are exempt from lodging certain documents.
For more information, see lodging documents as a New Zealand company.