AUSTRALIA
COMPANY FORMATION SERVICES

REGISTER A BRANCH OF
FOREIGN CORPORATION

FOREIGN COMPANY REGISTRATION
A foreign corporation may be registered as a foreign company in Australia or be represented by a representative office or subsidiary.

To carry on business in Australia (for example through a branch office), a foreign company must be registered as such with ASIC. A foreign company is required to register as carrying on business in Australia if it, among other things:

Has a place of business in Australia (eg a permanent office)
Establishes or uses a share transfer office or share registration office in Australia, and
Administers, manages or deals with property in Australia as an agent, legal personal representative or otherwise.

REGISTRATION WITH ASIC
To register with ASIC, a foreign company must:

Establish that the company name is available and, if in doubt, apply to have it reserved
Appoint at least one local agent (either a natural person resident in Australia or an Australian company) who (a) is authorized to accept notices and service of process on behalf of the foreign corporation; (b) is responsible for ensuring compliance with the Corporations Act, and (c) may be personally liable for penalties imposed for breaches of the Corporations Act;
Establish a registered office within Australia to which communications and notices may be sent; and

Lodge with ASIC:

Certified copies of its current certificate of incorporation or registration (or equivalent) and its constitution;
Details of the directors and a memorandum stating the powers of any resident Australian directors or of the members of any Australian local board of directors;
Details of security interests over property located within Australia or its external territories; and
Details of its registered office or principal place of business in its country of origin and of its registered office in Australia;

Registration as a foreign company is complete on lodgment of these documents and payment of the relevant fee.

ANNUAL ACCOUNTS
A registered foreign company must file its annual accounts (for the total operation, not just the Australian operation) in the prescribed manner with ASIC, unless exempt. In addition, changes in particulars (eg the appointment or resignation of directors or changes to constituent documents) must be notified in the prescribed manner.

EXEMPTIONS TO REGISTER
A foreign company is not required to register as carrying on business in Australia merely because it:

Maintains a bank account;
Effects a sale through an independent contractor;
Solicits or procures an order that becomes a binding contract only if the order is accepted outside Australia;
Creates evidence of a debt, or creates a charge on property;
Services or collects any of its debts;
Conducts an isolated transaction that is completed within a period of 31 days and is not repeated from time to time; or
Invests any of its funds or holds any property;

REPRESENTATIVE OFFICE
If a foreign corporation does not wish to be required to register as carrying on business in Australia, it may be possible to establish a representative office to engage only in activities which do not amount to, or form part of, the carrying on of the relevant business in Australia. For example, having a nominated person employed by a local affiliate to handle enquiries could fall into this category.

SUBSIDIARY
Rather than carry on business in Australia itself, a foreign corporation may instead use an Australian incorporated subsidiary which may be a proprietary or a public company.

A subsidiary company can be established either through incorporation of a new company or by acquisition of an Australian company, including a shelf company (a company which has been incorporated but has not yet traded).

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