Establishing an Australian presence comes down to a few structural decisions early on, followed by ongoing governance and compliance. Most international groups can be registered and trading within a few weeks. The steps that take longest are usually Director IDs for overseas directors and opening a bank account.
This guide explains each step in the order we usually work through it with clients from Europe, the United Kingdom, the Nordics, the United States and Asia-Pacific.
1. Choose your structure: subsidiary or branch
There are two main options:
- An Australian proprietary company (a subsidiary). This is a separate legal entity owned by the overseas parent. It is the most common choice, because it ring-fences liability in Australia and is familiar to Australian customers, banks and employees.
- Registering the overseas company as a foreign company (a branch). The overseas company registers with ASIC and trades in Australia under its own name. It must appoint a local agent who resides in Australia, and it generally lodges the parent's financial statements with ASIC each year.
The right choice depends on liability, tax, contracting and how long you expect to stay. We explain the trade-offs in Subsidiary or branch? Choosing a structure for Australia.
2. Appoint an Australian resident director
Every Australian proprietary company must have at least one director who ordinarily resides in Australia (s 201A Corporations Act 2001). The other directors can live overseas.
Many international groups do not yet have someone in Australia they can appoint. An independent resident director fills that role. They bring local governance knowledge, sign off on Australian compliance and give the board an Australian point of contact. Reservoir Legal provides this service through Australian Resident Directors.
3. Obtain Director IDs
Every director must have a director identification number (Director ID) before they are appointed. Directors apply through the Australian Business Registry Services.
Each director must apply personally. Directors who live overseas and cannot set up a myID Digital ID apply on a paper form, with copies of their identity documents certified in accordance with ABRS requirements, including through an Australian embassy, high commission or consulate or, where applicable, a public notary. Paper applications take considerably longer than online ones, so start early.
4. Register the company with ASIC
To register a proprietary company with ASIC you need:
- a company name (checked for availability)
- a registered office address in Australia
- director details, including Director IDs and consents
- shareholder details and share structure
- a constitution, or a decision to rely on the replaceable rules.
A proprietary company does not need a company secretary, but if it appoints one, at least one secretary must ordinarily reside in Australia (s 204A). Once registered, the company receives an Australian Company Number (ACN).
5. Tax and employer registrations
After registration, the company typically needs:
- an Australian Business Number (ABN) and a tax file number (TFN)
- GST registration once GST turnover reaches the threshold (currently A$75,000)
- a public officer for tax purposes, who must ordinarily reside in Australia
- PAYG withholding registration and superannuation arrangements if it employs staff.
Cross-border groups should also consider transfer pricing and, for some investments, the foreign investment (FIRB) rules. We work alongside your tax advisers on these points.
6. Banking and operations
Opening an Australian bank account is often the longest step. Banks carry out their own identity checks on directors and ultimate beneficial owners, which can take several weeks for overseas owners. Having a resident director and complete corporate documents ready can help avoid unnecessary delays.
7. Ongoing governance and compliance
After set-up, the company must keep its affairs in order each year. That includes:
- responding to ASIC's annual review and paying the review fee
- keeping its registers, minutes and records up to date
- notifying ASIC of changes to directors, officeholders, addresses and shares within the required timeframes
- lodging tax returns and, where required, financial reports.
Foreign-controlled companies may also have additional financial reporting and audit obligations with ASIC. The requirements, and any available relief, depend on the company's circumstances and the wider group structure.
How Reservoir Legal helps
We manage the whole process for international groups: structuring advice, company registration, resident director and public officer appointments, board documentation and ongoing governance. You work directly with a senior lawyer from start to finish.
Get in touch to talk through your plans for Australia.
Frequently asked questions
How long does it take to set up an Australian company?
ASIC registration itself can be completed within a day once everything is ready. In practice, set-up often takes three to six weeks overall, mainly because of Director IDs for overseas directors and bank account opening.
Can a foreign company own 100% of an Australian company?
Yes. An overseas parent can own all the shares in an Australian proprietary company. At least one director must ordinarily reside in Australia.
Do we need an Australian office?
The company needs a registered office address in Australia. This does not have to be where you trade, and many international groups use their adviser's or resident director's address.
Do all directors need to live in Australia?
No. Only one director of a proprietary company must ordinarily reside in Australia. The rest of the board can be overseas.
Do directors need a Director ID?
Yes. Every director must have a Director ID before appointment, including directors who live overseas.