Company setup in Australia: how overseas businesses register and run a local company.

Which structure suits an overseas business?

An Australian subsidiary, set up as a proprietary company, suits most overseas businesses; the alternative is to register the overseas company itself. ASIC (the Australian Securities and Investments Commission) explains that a foreign company carrying on business in Australia must register with it and receives an ARBN (Australian Registered Body Number). If you instead incorporate an Australian subsidiary and the parent does not itself carry on business in Australia, the parent does not have to register as a foreign company.

A subsidiary is a separate legal entity with its own accounts and liabilities. A registered foreign company is not a new entity: the overseas company itself trades in Australia. Ask a lawyer and a registered tax agent to compare the two for your situation before you file anything.

The resident director rule

A proprietary company must have at least one director who ordinarily resides in Australia. ASIC’s guidance on company officeholders states this rule and adds that a proprietary company does not need a secretary, but if it has one, at least one secretary must normally live in Australia. Directors must be at least 18, give written consent and apply for a director ID (director identification number) before they are appointed.

For an overseas owner, this is often the hardest part. Options include a trusted employee or partner who lives in Australia, or a resident professional who agrees to act. Whoever takes the role has full legal duties under the Corporations Act 2001, including making sure the company can pay its debts on time and keeps proper financial records, so choose someone you trust and put the arrangement in writing.

Steps to register an Australian company

The registration itself is quick once the building blocks are ready. A typical sequence:

1. Choose the structureConfirm that a Pty Ltd suits your plans, and take tax and legal advice on how the parent will own and fund it.
2. Line up directors and director IDsAppoint at least one director who ordinarily resides in Australia, collect written consents and make sure each director has applied for a director ID.
3. Choose a nameCheck availability on ASIC’s name search. If you do not choose a name, the ACN followed by Pty Ltd becomes the company name.
4. Prepare addresses and sharesChoose the state or territory of registration, give a registered office and a principal place of business, set the share structure and get each member’s written consent.
5. Decide the company rulesUse the replaceable rules in the Corporations Act 2001, your own constitution, or a mix of both.
6. Register with ASICRegister through the Business Registration Service, or have an accountant or lawyer lodge it for you. Once registered, the company receives its ACN and a certificate of registration.

If the company will trade under a name other than its company name, it must also register that business name with ASIC. A company or business name is not a trade mark, so consider protecting your brand separately before you launch.

ABN, tax file number and GST

Once ASIC has issued the ACN, the company can register for tax. Business.gov.au explains that every company needs its own TFN (tax file number), and that you need the ACN before you can get an ABN for the company. An ABN (Australian Business Number) identifies the business to government and other businesses. It is free, and without one, other businesses must withhold 47% tax from payments they make to you.

GST (goods and services tax) registration is required once the business turns over $75,000 or more in a 12-month period, and is optional below that. Registering voluntarily brings reporting duties as well as credits, so decide with your accountant. If you employ staff, the company also registers for PAYG (pay as you go) withholding, pays superannuation and, above state or territory thresholds, pays payroll tax.

Bank account and ongoing obligations

With the ACN and ABN, the company can open an Australian business bank account. Each bank sets its own identification requirements, so ask early what it needs from directors and shareholders overseas.

The main ongoing obligations are:

• Keep ASIC up to date: most changes to company details must be notified within 28 days.
• Complete the annual review each year, including paying the annual review fee.
• Lodge business activity statements (BAS), monthly or quarterly, to report GST and amounts withheld from wages, either through a registered tax or BAS agent or through the ATO’s online services.
• Keep the company’s records and share register, and lodge the company’s annual tax return.

Business.gov.au advises checking that anyone preparing your BAS is registered with the Tax Practitioners Board (TPB), because there is no protection if you use an unregistered agent.

Getting the setup done

Before you register, settle how the Australian company will trade: who will import, hold stock and sign contracts. If you are still choosing a sales channel, our guide on finding a distributor in Australia explains when a local company makes sense.

Optivise AI’s Australia operations service coordinates company setup and ongoing bookkeeping, tax and payroll with licensed local partners. We do not give legal or tax advice ourselves, so confirm current requirements with ASIC, the ATO, a registered tax agent or a lawyer before you act.