Foreign companies

If an entity satisfies the definition of ‘foreign company’ in section 9 of the Corporations Act 2001 (Corporations Act) – that is, generally, a company registered outside Australia – it must be registered with ASIC to carry on business in Australia.

If you’re unsure if your entity satisfies the definition of a foreign company carrying on business in Australia, 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.

This information sheet (INFO 32) discusses:

How to register as a foreign company in Australia

Step 1 – 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 Check name availability 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:

  • ‘building society’
  • ‘trust’
  • ‘university’
  • ‘chamber of commerce’.

You can’t use words that could mislead people about the entity’s 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’s considered offensive or suggests illegal activity. For more information on company names and restricted words, see Information Sheet 71 Company name availability (INFO 71).

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’t infringe 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 entity as a foreign company in Australia but want to make sure a name is available, you can apply to reserve it by lodging 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 because this prevents other people from using the name legitimately.

Step 2 – Complete Form 402

To register an entity as a foreign company, complete Form 402 Application for registration as a foreign company. 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.

If your proposed name isn’t available, we will reject your application and you can request a refund of your application fee.

Step 3 – Include supporting documents

A high proportion of foreign company registration applications are delayed or refused because they don’t 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 Form 402, you must also include:

1. A current certified copy of the entity’s 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 ASIC (‘ASIC equivalent’). The copy must:

  • be certified as a true copy by the ASIC equivalent
  • be dated no more than three months before it’s 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’s constitution

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

  • the ASIC 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 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’s 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

Form 418 Memorandum of appointment of local agent may be used for this purpose. The memorandum or power of attorney must be executed by, or on behalf of, 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 Form 418, 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 document, you must lodge Form 403 Verification of copy of document authorising on behalf of a foreign company, execution of a document appointing a local agent.

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 – 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’s local agent.

Form 402 must be lodged with the applicable fee. For the correct fee amount, see 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, we’ll send you 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 ASIC. 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 ASIC 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’s 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 ‘registered office’
  • notice of the limited liability of its members (if the company’s name does not end in ‘Limited’ or ‘Ltd’).

Display your ARBN correctly

You must display your company’s name 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 ASIC.

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’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.’
  • for Notified Foreign Passport Fund Registration Number – ‘NFPFRN’ or ‘N.F.P.F.R.N.’

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 one. A local agent can be appointed by:

If Form 418 is executed by a third party on behalf of the foreign company, you must also lodge Form 403, 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’s consent.

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

Lodge documents with ASIC

Annual return

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

You should use Form 406 Annual return of a foreign company to lodge your company’s annual return. The form must be accompanied by the required fee: see INFO 30.

Financial statements

Registered foreign companies must lodge financial statements with ASIC 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)
  • Form 405 Statement to verify financial statements of a foreign company
  • any other documents required by law in the company’s place of incorporation.

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

A foreign company that holds an Australian financial services (AFS) licence and relies on ASIC Corporations (Foreign Licensees and ADIs) Instrument 2016/186 is exempted from having to lodge Form FS70 Australian financial services licensee profit and loss statement and balance sheet and Form FS71 Auditor’s report for AFS licensee as long as the foreign company AFS licensee lodges Form 405 with its financial statements and an auditor’s report.

A foreign company that relies on relief provided under ASIC Corporations (Foreign-Controlled Company Reports) Instrument 2017/204 does not have to lodge financial statements with ASIC. Instead, the company must lodge Form 406.

Late fees apply if documents are 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 Form 406.

Table 1: Forms to use to notify ASIC of changes

Change

Form

The company appoints a local agent

Form 403, Form 404 and Form 418

The company changes its name, constitution or resident Australian directors’ powers

Form 409 Notification 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)

Form 489 Notification of change of registered office or office hours of a registered body

Change to the directors’ details, including appointments

Form 490 Notification of change to directors of a registered body

Change to the local agent or their details

Form 404

The company establishes a branch register in Australia, changes the location of that register or discontinues the register

Form 408 Notification in relation to the register of a registered foreign company under section 601CM

The company ceases business in Australia, is wound up or is deregistered

Form 407 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 lodging documents as a New Zealand company.

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 3988 (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.

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.

This is Information Sheet 32 (INFO 32), issued in July 2018. Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.

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Last updated: 31/07/2018 12:00