Foreign companies registering in Australia: ARBN requirements
A foreign company that wishes to carry on business in Australia must register with ASIC under Part 5B.2 of the Corporations Act 2001. Registration is required if the foreign company has a place of business in Australia, is carrying on business in Australia, or is administering, managing, or dealing in property in Australia.
Upon registration, ASIC will issue the company an Australian Registered Body Number (ARBN). The company must then comply with ongoing obligations similar to those of an Australian-registered company, including maintaining a registered office in Australia, appointing a local agent (an individual or company resident in Australia), lodging annual financial statements with ASIC (in certain circumstances), and notifying ASIC of changes to the company’s details within the required timeframes.
The local agent is answerable for the company’s compliance with its obligations under the Corporations Act and can be personally liable for penalties imposed on the company (section 601CJ). This includes ensuring that lodgements are made on time, that the company’s Australian registered office is properly maintained, that the company’s name and place of origin are displayed at each place of business open to the public, and that the name and ARBN appear on all public documents issued in Australia.
Registered foreign companies must lodge their balance sheet, cash flow statement and profit and loss statement for the last financial year, with a Form 405 verification statement, at least once every calendar year and no more than 15 months apart. Some smaller foreign companies covered by ASIC relief lodge a Form 406 return within one month after their AGM instead. If the financial statements are not in English, a certified English translation must be provided. If the company is not required to prepare financial statements in its home jurisdiction, it must prepare them as if it were an Australian public company, unless it qualifies for ASIC relief for small foreign companies.
CoSec Partners provides the full range of services required by foreign companies operating in Australia, including ASIC registered office, local agent services, nominee director services, and ongoing corporate secretarial compliance. Our sister firm, ABN Australia, specialises in helping foreign companies operating in Australia, with clients from more than 50 countries.
Frequently asked questions
Should a foreign group register as a foreign company or incorporate a subsidiary?
Both are used. A registered foreign company (ARBN) is a branch of the overseas entity, so the parent carries the Australian liabilities directly. An Australian subsidiary (Pty Ltd with ACN) is a separate legal entity with its own limited liability. The choice is usually driven by tax and liability, not by compliance cost.
What does a local agent of a foreign company actually do?
The local agent is the company’s representative for Corporations Act purposes, is answerable for the company meeting its obligations, and can be personally liable for penalties imposed on the company. That covers on-time lodgements, maintaining the Australian registered office, and correct display of the company name, place of origin and ARBN. It is a substantive role, not a mailbox.
Does a registered foreign company pay the ASIC annual review fee?
No. A registered foreign company does not pay an annual review fee. Instead it pays a lodgement fee each year when it lodges its financial statements with a Form 405 or, if it has ASIC relief from lodging financial statements, its annual return on Form 406. Secondary sources routinely report that fee as a foreign company annual review fee, and the two are not the same thing.
This article is general information only and does not constitute legal, financial, or tax advice. While we endeavour to keep content accurate and current, laws and regulations change frequently. For advice specific to your circumstances, please consult a qualified professional adviser. CoSec Partners Pty Ltd accepts no liability for actions taken based on this content.