Obligations of foreign companies
Key points:
- A foreign company must be registered with ASIC to conduct business in Australia. The only exception is if it incorporates an Australian company (subsidiary).
- There are certain obligations that registered foreign companies must fulfil.
- These include maintaining a registered office, displaying the company name, using a local agent, and reporting to ASIC.
Apply for a director identification number
All company directors, including those of foreign companies, must apply for a director identification number (director ID):
Director identification number: Australian Business Registry Services
Maintain a registered office
Foreign companies must maintain a registered office in Australia. A company representative must be at the registered office whenever it is open. We may send correspondence to this address.
This office must be open every business day from at least 10 am to 12 pm, and 2 pm to 4 pm.
If the registered office address or office hours change, you must tell us within 7 days. Use this form:
Form 489 Notification of change of registered office or office hours of a registered body
Display the company name publicly
The company's name must be displayed 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
- the words ‘registered office’ at its registered office
- notice of the limited liability of its members (if the company’s name does not end in ‘Limited’ or ‘Ltd’).
Display company details on documents
The company's name and Australian Registered Body Number (ARBN) must be correctly displayed on all public documents.
Unless your company is a bank or other authorised 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’s name does not end in ‘Limited’ or ‘Ltd’).
Use a local agent
A registered foreign company must have a local agent. They:
- are responsible for any obligations the company must meet
- may be liable for any breaches or penalties.
A foreign company may have more than one local agent at the same time. If the local agent stops acting as the company's agent, another one must be appointed. Use these forms:
Form 418 Memorandum of appointment of local agent
Form 404 Notification of change to agent of a foreign company
Establish a branch register of members
If a registered foreign company has share capital, it may need to establish a branch register of members in Australia.
If an Australian resident member asks a foreign company to register their shares in a branch register, the company must do so. If it does not already have a branch register, it must set one up and register the shares within one month. The company may not discontinue the branch register without the member’s written consent.
If a member asks a foreign company in writing to register their shares in another register, the company must remove their shares from the branch register and place them in the register the member requested.
Use this form to tell us about your company's register:
Lodge documents with ASIC
There are certain documents that registered foreign companies must lodge with ASIC. These are outlined on this page in the relevant section.
There are requirements for lodging paper forms.
Financial statements
Foreign companies must lodge financial statements with ASIC at least once each calendar year. The time between each lodgement cannot be more than 15 months.
Financial statements include:
- company balance sheet
- profit and loss statement
- cash flow statement
- any other documents required by law in the company’s place of incorporation.
Use this form to verify financial statements:
Form 405 Statement to verify financial statements of a foreign company
Foreign companies that hold an Australian financial services (AFS) licence and rely on ASIC Corporations (Foreign Licensees and ADIs) Instrument 2016/186 will have different obligations to other AFS licensees. Lodging Form 405 and giving us an auditor’s report means you do not have to lodge either of the following forms:
Form FS70 Australian financial services licensee profit and loss statement and balance sheet
Form FS71 Auditor’s report for AFS licensee.
Annual return instead of financial statements
Foreign companies that rely on relief provided under ASIC Corporations (Foreign-Controlled Company Reports) Instrument 2017/204, you do not have to submit financial statements. This means you do not have to lodge Form 405 to verify your financial statements.
Instead, you must lodge:
Form 406 Annual return of foreign company
You must lodge this annual return at least once each calendar year, within one month after the date of the annual general meeting (AGM). If the company's place of incorporation does not require an AGM, we suggest lodging the annual return at the same time each year.
Late fees
If your company lodges documents late, late fees apply.
Keep your details up to date
Foreign companies must tell us about any changes of details to the company, its directors and the local agent.
Form 409 Notification of change to details of a foreign company or registered Australian body
Form 490 Notification of change to directors of a registered body
New Zealand companies
New Zealand companies registered as foreign companies in Australia do not have to lodge certain documents:
Notified foreign passport funds
If your company operates a notified foreign passport fund it will have extra obligations.
The company will have ongoing obligations to the fund, as well as reporting responsibilities to ASIC:
Regulatory Guide 138 Foreign passport funds (RG 138)
Displaying company details
When displaying company details, you must also include the fund's Notified Foreign Passport Fund Registration Number (NFPFRN). You must also display any other unique number ASIC has given the fund.
Lodging financial reports
Your company must lodge a copy of its fund’s financial report for the year. This should be prepared in line with the financial reporting requirements of the country where your company was established. You must also submit a copy of each auditor’s report that relates to the financial report.