Does A Us Entity Need To Register To Sell In Australia And New Zealand?

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Foreign companies

New ID requirement for directors

Visitor directors are now required past law to employ for a director identification number. Discover out more at our manager ID information page.

If an entity satisfies the definition of 'foreign company' in section nine of the Corporations Human action 2001 (Corporations Act) – that is, generally, a company registered exterior Australia – it must be registered with ASIC to bear on business in Australia. Still, a visitor registered exterior Australia does not need to register equally a foreign company if they choose to incorporate an Australian visitor (subsidiary) to conduct business concern in Commonwealth of australia.

If you lot're unsure if your entity satisfies the definition of a foreign company carrying on business in Australia, or if you should register a subsidiary, we recommend getting your own communication. Corporations sole, exempt public authorities and unincorporated bodies that were formed outside Australia and cannot hold property, or sue or be sued in accordance with the law of their place of formation, are non strange companies.

This information sheet (INFO 32) discusses:

how to register every bit a foreign company in Australia
ongoing obligations of a registered foreign company
lodging documents as a New Zealand company.

How to annals as a foreign company in Australia

Step ane – Ensure the proper noun you wish to register is available

You can only use a name that is not identical to the name of an existing company or business organization in Australia. Utilise our Check proper noun availability search to see if the proper noun you want is available.

Some words and phrases cannot be used without the blessing of an Australian government minister. Examples include:

'building social club'
'trust'
'university'
'chamber of commerce'.

You can't employ words that could mislead people about the entity's activities. This includes names that suggest a connection with the Australian Government, the British Royal Family unit or an ex-service organisation where such a connection does not exist.

We may also refuse a name if it'due south considered offensive or suggests illegal activity. For more information on visitor names and restricted words, see Information Sheet 71 Company name availability (INFO 71).

Even if we register a proper name for yous, a company with a like name may take legal activeness against you lot. It is your responsibility to exist aware of any like names that may bear upon your name.

You lot should also make certain that your name doesn't infringe whatever existing trademarks. Visit the IP Australia website to search for existing trademarks.

Reserving a company name

If you aren't prepare to register your entity as a strange company in Australia but desire to brand sure a name is available, you lot can apply to reserve it by lodging Form 410 Application for reservation of a name.

If nosotros approve your application, nosotros will reserve the name for two months. If y'all wish to extend this period, y'all'll need to use to reserve the proper noun again.

We volition not reserve a proper name for a long period because this prevents other people from using the name legitimately.

Stride 2 – Complete Course 402

To register an entity as a foreign company, complete Form 402 Application for registration equally a foreign company. You demand to provide general data about the proposed visitor and how it will be run. There is a detailed guide at the cease of the form to help you complete information technology.

If your proposed name isn't available, we will reject your application and you tin can request a refund of your application fee.

Footstep three – Include supporting documents

A high proportion of strange company registration applications are delayed or refused because they don't contain the correct documentation. You must ensure that all your supporting documents meet the requirements.

If any certificate for lodgement is not in English, you must provide a reasonable translation into English.

When you lot lodge Course 402, you lot must also include:

a current certified copy of the entity's certificate of incorporation or registration
a current certified re-create of the entity's constitution
a memorandum of engagement of the local agent or ability of chaser in favour of the local agent
a memorandum stating the powers of certain directors.

1. A electric current certified copy of the entity's certificate of incorporation or registration

The certificate (or similar document) must have been issued by the governing authority in the place of incorporation that exercises like functions to ASIC ('ASIC equivalent'). The copy must:

be certified as a truthful copy by the ASIC equivalent
be dated no more than than 3 months before information technology's received by us, unless nosotros allow a longer period.

If a certified copy of a certificate of incorporation or registration cannot be obtained, we will also accept a certified copy (in accordance with the requirements higher up) of:

a document of good standing
a certificate of status
a document of legal being, or
a document of current standing.

2. A current certified copy of the entity's constitution

The re-create of the constitution must include all amendments that have afflicted the constitution to the appointment it is received by ASIC. The copy must be certified as a truthful re-create no more than three months earlier information technology is lodged with ASIC by:

the ASIC equivalent
a notary public, or
a duly witnessed affidavit that is sworn in accord with the legal requirements of the jurisdiction where it is made. If the affirmation is sworn in Australia, it must be made by a manager or secretary of the entity.

If the entity does non have a constitution or is bound by some other ways of governance, you must provide a written statement to that outcome and, if possible, describe the legislation that governs the entity's administration. This statement must be signed by an officer of the entity and have an original signature.

iii. A memorandum of appointment of the local amanuensis or power of attorney in favour of the local agent

Grade 418 Memorandum of appointment of local agent may exist used for this purpose. The memorandum or power of attorney must exist executed by, or on behalf of, the entity. It must state the name, accost and engagement appointment of the local agent who is:

an individual or an Australian company
resident in Australia
authorised to take, on behalf of the strange visitor, service of process and notices.

If the memorandum or power of attorney, including Course 418, is being lodged by a third political party on behalf of the proposed strange company, they must besides provide a copy of the document that authorises them.

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

four. A memorandum stating the powers of sure directors

If the listing of directors on Form 402 includes directors who are resident in Australia and members of a local board of directors, you must gild a memorandum that outlines their powers.

Step 4 – Lodge Grade 402 with the fee and supporting documents

Form 402 must be signed by a director or secretarial assistant of the proposed strange company, or the proposed foreign company'southward local agent.

Form 402 must be lodged with the applicable fee. For the correct fee amount, run across Information Sheet thirty Fees for unremarkably lodged documents (INFO 30).

Send the completed Grade 402 and supporting documents to:

Australian Securities and Investments Committee
PO Box 4000
Gippsland Mail service Center VIC 3841

One time your application has been processed and approved, we'll ship you a registration certificate and your Australian Registered Body Number (ARBN).

Ongoing obligations of a registered foreign company

Once registered, a foreign company has ongoing obligations.

If your foreign visitor operates a notified foreign passport fund, it will accept ongoing obligations to the fund, including reporting responsibilities to ASIC. For more data, see Regulatory Guide 138 Foreign passport funds (RG 138).

Maintain a registered office

You must maintain a registered office in Australia that is open every business mean solar day from at to the lowest degree 10 am to 12 pm and 2 pm to 4 pm. This is unless yous notify ASIC of alternative registered part hours.

A representative of your company must be nowadays at the registered office whenever it is open.

Display your company name

You must display the company's name outside every office and identify of business organisation that is open to the public.

Unless your company is a bank or other authorised eolith-taking institution, it must also brandish:

its place of origin
at its registered function, the words 'registered part'
notice of the express liability of its members (if the company's name does not end in 'Express' or 'Ltd').

Display your ARBN correctly

You must brandish your company'due south name and ARBN on all public documents. This includes negotiable instruments published or signed in the jurisdiction.

If your company is a notified foreign passport fund operator, yous must also include the Notified Foreign Passport Fund Registration Number (NFPFRN) for the fund and whatsoever other unique number allocated to the fund by ASIC.

If you lot are lodging a newspaper form and attachments, you must besides meet the requirements for paper size and quality, text colour and margins. Larn more than near lodging paper forms.

Unless the visitor is a banking company or other deposit-taking institution, every public certificate and instrument must also include:

its place of origin
notice of the limited liability of its members if applicable (if the company's proper noun does non 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.'
for Notified Foreign Passport Fund Registration Number – 'NFPFRN' or 'N.F.P.F.R.N.'

Utilize a local agent

A registered foreign visitor must always have a local amanuensis. The local agent of a registered strange company:

is responsible for whatever obligations the company must meet
may be liable for any breaches or penalties.

If your local agent stops interim as an agent, you must appoint another i. A local agent can be appointed by:

a memorandum of engagement (Form 418 may be used for this purpose) or a power of attorney duly executed by or on behalf of the foreign visitor
Form 404 Notification of change to agent of a foreign company to appoint the new agent.

If Form 418 is executed by a tertiary party on behalf of the strange company, you must also lodge Form 403, together with a copy of the document that authorises the third party. A strange company may accept more than one local agent at the same time.

Establish a branch register of members

A registered strange company that has share capital may demand to establish a branch register of members in Australia.

If an Australian resident member requests y'all annals their shares in a branch register, you must register them or plant a co-operative register inside one month of the request. Yous may not discontinue the branch annals without the member's consent.

If a member requests in writing that you register their shares in another register, you lot must remove the member'due south shares from the co-operative annals and annals those shares in the register requested by the member.

Club documents with ASIC

Almanac return

A registered foreign company must society an annual render at least once every calendar yr and within one month after the date of the annual full general meeting (AGM). If the company's place of incorporation does non crave it to hold an AGM, we suggest lodging the annual return at the same fourth dimension each calendar year.

You lot should utilize Form 406 Annual return of a foreign visitor to order your company'due south almanac return. The form must be accompanied past the required fee: meet INFO thirty.

Financial statements

Registered foreign companies must lodge fiscal statements with ASIC at least in one case every agenda yr. The time between financial statements can't be more than fifteen months.

Financial statements are made up of:

a copy of the visitor's rest sail, profit and loss statement, and cash flow argument (all upwardly to the end of the latest financial year)
Form 405 Statement to verify financial statements of a strange company
whatsoever other documents required by law in the company's place of incorporation.

A strange company that operates a notified foreign passport fund must lodge a copy of that fund's financial report for the year, prepared in accordance with the domicile economy's financial reporting requirements, and a copy of each auditor's report that relates to the financial written report.

A foreign visitor that holds an Australian financial services (AFS) licence and relies on ASIC Corporations (Foreign Licensees and ADIs) Instrument 2016/186 is exempted from having to lodge Grade FS70 Australian financial services licensee profit and loss statement and balance sheet and Form FS71 Auditor's report for AFS licensee as long as the foreign company AFS licensee lodges Form 405 with its financial statements and an accountant'due south report.

A foreign visitor that relies on relief provided under ASIC Corporations (Strange-Controlled Company Reports) Instrument 2017/204 does not have to lodge fiscal statements with ASIC. Instead, the company must society Form 406.

Tardily fees apply if documents are lodged outside of the lodging flow.

Keeping your details up to date

If details near your company, its directors or the local agent change, you must let us know.

Table 1 lists changes you can make and the documents you lot must social club. Except for notifications virtually a modify of local agent or registered office hours, you lot may besides notify u.s. of these changes using Form 406.

Table ane: Forms to apply to notify ASIC of changes

Change	Form
The company appoints a local amanuensis	Form 403, Class 404 and Form 418
The company changes its name, constitution or resident Australian directors' powers	Form 409 Notification of change to details of a foreign company or a registered Australian trunk
The visitor changes its registered part hours (in Australia) or accost (in Australia or the place of incorporation)	Form 489 Notification of change of registered office or office hours of a registered trunk
Change to the directors' details, including appointments	Form 490 Notification of change to directors of a registered trunk
Alter to the local agent or their details	Form 404
The company establishes a branch annals in Australia, changes the location of that register or discontinues the register	Class 408 Notification in relation to the annals of a registered foreign company under department 601CM
The company ceases business in Australia, is wound upward or is deregistered	Form 407 Notification of cessation, winding up or dissolution of a foreign company or registered Australian body

Lodging documents equally a New Zealand company

New Zealand companies that are registered equally foreign companies in Australia practice non have to social club sure documents.

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

Where can I get more information?

RG 138 Foreign passport funds
Contact the states online or telephone call 1300 300 630 (inside Commonwealth of australia) or +61 iii 5177 5407 (exterior Commonwealth of australia).

Important detect

Please note that this data sheet is a summary giving you lot basic information about a particular topic. It does not encompass the whole of the relevant police regarding that topic, and it is not a substitute for professional advice. Omission of whatsoever matter on this data sheet will not relieve a company or its officers from any penalty incurred by failing to comply with the statutory obligations of the Corporations Human action.

You should also note that because this information canvass avoids legal language wherever possible, it might include some generalisations well-nigh the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases, your detail circumstances must be taken into account when determining how the law applies to yous.

This is Information Sheet 32 (INFO 32), issued in January 2022.