Australia, known for its strong economy, business-friendly environment, and promising market opportunities, is a prime destination for foreign businesses aiming to expand.
If you’re thinking of exploring this dynamic environment, understanding the registration options available is essential. Here’s a comprehensive guide to foreign company registration in Australia, including the most popular forms: the Proprietary Company, Registered Foreign Company, and the Representative Office.
1. Proprietary Company in Australia
A proprietary company, often abbreviated as Pty Ltd, is one of the most common types of businesses in Australia.
Features:
- It is limited by shares, meaning shareholders are only liable for debts the business owes up to the outstanding balance on its shares.
- They can be either private or public, but they cannot raise money from the general public via share issues.
- Should have a minimum of one director residing in Australia.
Registration Process for a Proprietary Company in Australia:
1. Choose a Company Name:
It should be distinct and unrelated to any already-existing corporate names. Ensure the name ends with ‘Proprietary Limited’ or ‘Pty Ltd’.
2. Obtain Consent from Officeholders:
- Secure written consent from all proposed directors, secretaries, and members.
- Ensure that at least one director is an Australian resident.
3. Reserve the Company Name (optional):
If you’re not ready to register immediately, you can reserve the company name with ASIC. This reservation lasts for two months.
4. Apply for an Australian Company Number (ACN):
- Apply online via the ASIC Connect platform.
- Provide details of company type, officeholders, share structure, and registered office address.
5. Register the Company with ASIC:
- Upon receiving the ACN, proceed to register the company name.
- Make necessary payments, which differ based on whether it’s a standard application or a special-purpose company.
6. Obtain a Tax File Number (TFN) and Australian Business Number (ABN):
- Apply online through the Australian Business Register (ABR) website.
- This step is crucial for tax-related matters with the Australian Taxation Office (ATO).
7. Register for Goods and Services Tax (GST):
If your company expects a turnover of over $75,000, registration for GST is mandatory.
2. Registered Foreign Company in Australia
A foreign company seeking to do business in Australia without establishing a new Australian company can register as a Registered Foreign Company.
Features:
- It allows foreign companies to operate in Australia while remaining incorporated in their home country.
- Must appoint a local agent responsible for all company obligations under the Corporations Act.
- Must have a registered office in Australia.
Registration Process for a Registered Foreign Company in Australia:
1. Provide Foreign Company Details:
- Furnish certified copies of the company’s Certificate of Incorporation or registration from the home country.
- Please present a certified translation of any papers that aren’t in English.
2. Appoint a Local Agent:
- The agent will act on behalf of the foreign company and ensure compliance with the Australian Corporations Act.
- Obtain written consent from the agent confirming their appointment.
3. Register with ASIC:
- Complete Form 402 – Application for Registration as a Foreign Company.
- Attach all required documents, including details of directors, local agent appointment, and any governing documents.
- Pay the registration fee.
4. Maintain an Australian Address:
This registered office will be the primary place for official communication.
5. Lodge Annual Financial Statements:
Ensure they are audited if the home country requires it, and comply with ASIC’s regulations.
3. Representative Office in Australia
For businesses looking to research the Australian market without carrying out business activities, a Representative Office is ideal.
Features:
- It is not allowed to make direct sales or offer services in Australia.
- Mainly for non-commercial activities such as market research or liaison functions.
- She was not regarded as a distinct legal organization from the foreign parent company.
Registration Process for a Representative Office in Australia:
1. Inform Local Authorities:
While there’s no formal registration with ASIC, it’s crucial to keep local authorities informed.
Declare the purpose and duration of the representative office.
2. Get Necessary Licenses or Permissions:
Depending on the industry or sector, obtain any required licenses or permissions before commencing activities.
3. Establish a Physical Presence:
Secure office space, either by renting or purchasing. This serves as your primary location for research or liaison activities in Australia.
4. Appoint Local Representatives:
While not mandatory, having local representatives can facilitate better communication and market understanding.
5. Report Activities:
Ensure you regularly update the parent company about market research and other activities. Also, adhere to any reporting requirements set by local Australian authorities.
Conclusion
Choosing the right registration option for your foreign company in Australia depends on the nature of your business activities and long-term goals. Whether it’s a proprietary company, registered foreign company, or representative office, each option offers unique advantages. If you are looking to register a foreign company in Australia, you may contact our experts from OnDemand International. Our team of professionals will help you in selecting the most suitable structure based on your company’s needs.
