Foreign companies

A company registered in another country that wants to carry on business in Australia is a 'foreign company'.

Like other companies, it may sue and be sued and can hold property in the name of its secretary or other officer. Corporations sole, exempt public authorities, and unincorporated bodies in Australia cannot be 'foreign companies'.

If you're not sure if the company is 'carrying on business in Australia', we recommend getting your own advice.

Foreign companies must lodge financial statements with us and tell us when their details change.

How to register as a foreign company

Step 1—Ensure the name you wish to register is available

You can only use a name that is not identical to an existing company or business. 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 a government minister. Some examples include:

  • 'building society'
  • 'trust'
  • 'university'
  • 'chamber of commerce'

You can't use words that could mislead people about a company's activities. This includes associations with the Australian government, the Royal Family, or any ex-servicemen's organisations.

We may also refuse a name if it's considered offensive or suggests illegal activity. Learn more about company names and restricted words

Even if we reserve or register a name for you, a company with a similar name or trade mark may take action against you. It is your responsibility to be aware of any similar names or trademarks that may affect your name. Visit the IP Australia website to search for existing trademarks.

Reserving a company name

If you aren't ready to register your company but want to make sure a name is available, you can apply to reserve it.

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 as this prevents other people from using the name legitimately.

Step 2—Lodge a Form 402

To register as a foreign company, lodge a Form 402 Application for registration as a foreign company. You need to provide general information about the company and how it'll be run.

Step 3—Include supporting documents

When you lodge the Form 402, you must also include:

1.  A certified copy of the organisation's current certificate of incorporation/registration. The certificate must be certified by the authority that administers the organisation. The copy should be certified no more than three months before it's lodged with us.

2. A certified copy of the company's constitution. It needs to be current and include all resolutions that have affected the constitution. 

The document must be certified by:

  • whoever has lawful custody of the original document (e.g. the 'ASIC-equivalent')
  • a public notary, or
  • a director/officer 

If the company does not have a constitution, you must provide a written statement from a director/office of the company. It should state that it does not need to have a constitution. 

3. 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. This document must be executed by the foreign company and state the name and address of the local agent, who is:  

  • an individual or an Australian company
  • a resident in Australia, and
  • authorised to accept, on behalf of the foreign company, service of process and notices.

To verify the authorising document, you must lodge a Form 403 Verification of copy of document authorising on behalf of a foreign company, execution of a document appointing a local agent.

4. Memorandum stating the powers of certain directors

If the list of directors on the application form includes directors who are residents in Australia and members of a local board of directors you need to lodge a memorandum that outlines their powers.

Translation of documents

If any document is not in English, you must provide a certified translation into English.

A translation made outside Australia must be certified as a correct translation into English by a notary public or a translator under the law.

A translation made inside Australia must be certified as a correct translation into English by a person approved by ASIC such as:

  • language teachers or professors at tertiary institutions
  • legal translators with a minimum 12 months experience in certifying translated documents or being an interpreter before the Courts
  • any other qualified person of a Commonwealth or State Government Department providing accredited translation services.

You may also request that we approve some other qualified person to certify a translation for you.

Step 4—Lodge the form with the fee

The application form must be signed by a director or person that's authorised.

Refer to Form 402 Application for registration as a foreign company for the correct fee amount.

The completed application can be mailed to:

Australian Securities & 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).

Your obligations

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 it's a bank or other authorised deposit-taking institution , it must also display:

  • its place of origin
  • at its registered office, the words ‘registered office’, and
  • notice of the limited liability of its members (only if the body's name does not end in 'Limited' or 'Ltd.'

Display your ARBN correctly

When registered, you'll receive a unique nine digit number known as the Australian Registered Body Number (ARBN).

Under the Corporations Act, the name and ARBN must appear on all the company's public documents. This includes negotiable instruments published or signed in the jurisdiction.

Unless the body is a bank or other deposit-taking institution, every document and instrument must also include:

  • its place of origin, and
  • notice of the limited liability of its members (only if the body'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.'

Use a local agent

A registered foreign company must always have a local agent. A local agent of a registered foreign company is:

  • responsible for any obligations the company must meet, and
  • liable for any breaches or penalties.

If a local agent ceases, you must appoint another one. A local agent can be appointed by:

These must be included when you lodge Form 404 Notification of change to agent of a foreign company. If it's executed by a third party on behalf of the foreign company, you also need to lodge a Form 403 Verification of copy of document authorising on behalf of a foreign company.

A foreign company may have more than one local agent at the same time.

Lodge financial statements

Registered foreign companies must lodge financial statements with us at least once every calendar year. The time between financial statements can't be more than 15 months.

Financial statements are made up of:

When a foreign company that holds an Australian financial services (AFS) licence lodges their financial statements, they can:

Some foreign companies may be exempt from reporting and need to lodge Form 406 Annual return of a foreign company instead of Form 405.

Late fees only apply if changes are lodged outside of the lodging period.

Keeping your details up to date

If your details change, you must let us know.

Below is a list of changes you can make and the documents you must lodge:

  • If the company is wound up or deregistered (Form 407)
  • If the company changes its name, constitution, or powers (Form 409)
  • If the company changes its hours or office address (Form 489)
  • If the company changes its directors' details (Form 490)

You may not need to lodge some documents if you're a New Zealand company

New Zealand companies that are registered as foreign companies in Australia are exempt from lodging certain documents.

For more information, see lodging documents as a New Zealand company.

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Last updated: 21/11/2016 04:01