A foreign company that wants to carry our business in Australia may register it as a foreign company. There is no need to incorporate a separate Australian entity to manage its Australian operations. Once registered, it will not be a separate legal entity from the parent company. First, check the company name is available in the ASIC register. You can reserve the name by paying a fee and submitting Form 410 (Application for Reservation of a name) if available. The name will be reserved for two (2) months from the approval date.

ASIC register: https://connectonline.asic.gov.au/RegistrySearch/faces/landing/NameAvail.jspx?_adf.ctrl-state=19soowamn5_4

Form 410:  https://asic.gov.au/regulatory-resources/forms/forms-folder/410-application-for-reservation-of-a-name/ Next is to fill out Form 402 for registration, prepare the fee for registration, and gather the documents below. Additional instructions are included when you download Form 402.

1. 1. 1. 1. A copy of the entity’s certificate of incorporation/registration.
         2. A copy of the company’s constitution must include all amendments.
         3. Form 418 (Memorandum of appointment of the local agent)
         4. Memorandum stating the powers of certain directors

Form 402 (Application for registration as a foreign company): https://asic.gov.au/regulatory-resources/forms/forms-folder/402-application-for-registration-as-a-foreign-company/.

Form 418 (Memorandum of appointment of the local agent): https://asic.gov.au/regulatory-resources/forms/forms-folder/418-memorandum-of-appointment-of-local-agent Lastly, lodge the forms with the supporting documents and pay the necessary processing fee. It usually takes up to 28 days for ASIC  to process this type of application. Once approved, they will provide you with an Australian Registered Body Number (ARBN) number. This is the company number for registered foreign companies.

Musts After the Foreign Company is Registered from ASIC website:

• Registered office – maintain an office in Australia that opens every business day.
• Display the Company Name – the company’s name must be visible outside and open to the public. It must also display the place of origin, registered office (words itself), complete name including limited or ltd, or notice of the limited liability.
• Display the ARBN – the company’s name and ARBN number must be present and clear on all public documents. It must indicate the word ARBN with the number.
• ASIC lodgements – original hard copy financial statements (including balance sheet, profit and loss statement, cash flow, Form 405, and other necessary documents required by law) and annual returns must be lodged at least once a calendar year. A processing fee applies. Failure to lodge statements and returns on time will result in late fees. Form 406 must be lodged for companies exempt from lodging 405.
• Notify changes to ASIC– changes within the company must be reported, such as change of name, constitution or powers of a local director, address, opening hours, directors, and company deregistration.
• Local Agent – representative in Australia responsible for any ongoing obligations. The appointed agent may be liable for any breaches and penalties. And if the agent resigns, you must appoint another one.
• Branch register of members – if your registered foreign company has a share company, you must establish a branch register of members in Australia.
• Obligations to the Foreign Passport Fund – check the this link for more information https://asic.gov.au/regulatory-resources/find-a-document/regulatory-guides/rg-138-foreign-passport-funds/.

For more details from ASIC, click this link https://asic.gov.au/for-business/registering-a-company/steps-to-register-a-company/foreign-companies/.

We hope this blog gave you the necessary information and answered any questions regarding registering your foreign company in Australia. Again, there is no need to incorporate a separate Australian entity.