Registering a Foreign Company in Australia: Expert Guidance for International Businesses (2025)

Australia’s stable economy, transparent regulatory environment, and strategic location in the Asia-Pacific continue to attract overseas companies seeking to register a foreign company in Australia or expand operations. For many international businesses, the most efficient way to commence trading without creating a new local entity is to register as a foreign company (commonly known as a branch) with the Australian Securities and Investments Commission (ASIC).

At Opportuna Legal, we specialise in guiding foreign companies through every stage of Australian market entry. Our corporate and commercial team delivers tailored, commercially focused advice to ensure your expansion is compliant, tax-efficient, and aligned with your global objectives.

When Does a Foreign Company Need to Register with ASIC?

Under the Corporations Act 2001 (Cth), a foreign company must not carry on business in Australia unless it is registered as a foreign company or has applied to be so registered (s 601CD).

Whether a foreign company is “carrying on business” in Australia is primarily a question of fact depending on the circumstances surrounding the company's activities. This broad concept can be triggered by:

• Maintaining an office, warehouse, or any fixed place of business in Australia

• Leasing commercial premises for more than short-term or incidental use

• Regularly entering into contracts or conducting sales in Australia

• Establishing a share transfer or registration office

• Administering, managing, or dealing with property situated in Australia as principal

Isolated transactions, attending trade shows, or opening a bank account for preparatory purposes do not trigger the requirement. However, once activities become ongoing or systematic, registration becomes mandatory (ASIC v Reid [2002] FCA 84).

Failure to register when required is a strict-liability offence under s 601CD(1) of the Corporations Act 2001 (Cth), with maximum civil penalties of up to $313,000 per contravention for bodies corporate (plus up to $15,650 per day for continuing breaches under s 1311).

We can conduct detailed “carrying on business” assessments to provide certainty before you commit resources.

The Critical Role of the Local Agent in Foreign Company Registration

Every registered foreign company must at all times have at least one local agent who is:

• An individual or an Australian company;

• Resident in Australia; and

• Authorised to accept, on behalf of the foreign company, service of process and notices.

The appointment must be made by a formal memorandum of appointment or power of attorney (ss 601CF, 601CG Corporations Act). The local agent is:

• Answerable for doing all acts, matters, and things that the foreign company is required to do under the Corporations Act; and

• Personally liable for penalties if a court or tribunal finds that the agent should be liable for the foreign company’s contravention of the Act (s 601CJ).

The memorandum or power of attorney must contain the agent’s full details, and the original (or a certified copy) of the instrument must be lodged with ASIC both at initial registration and whenever the agent changes.

Many overseas clients prefer to appoint Opportuna Legal (or one of our trusted partners) as their local agent and registered office provider. This removes the burden from internal staff or local employees and ensures continuity and immediate response to any ASIC or legal process.

Registered Branch vs Australian Subsidiary – Key Differences (2025)

Feature	Registered Foreign Company (Branch)	Australian Subsidiary (Pty Ltd)
Separate legal entity	No – parent bears full liability	Yes – liability generally limited to subsidiary
Company name	Must use existing foreign name	Can select any available Australian name
Directors	Not required	At least one Australian-resident director
Local agent	Mandatory (resident individual or company)	Not required
ASIC financial reporting	Parent’s global accounts + branch balance sheet	Small/foreign-controlled often exempt or reduced
Taxation	Generally only Australian-sourced income (30%)	Worldwide income at 30% (or 25% for base-rate entities)
Typical setup time	10–28 days	1–2 days

We provide objective analysis so you can choose the structure that best protects assets, optimises tax, and supports your commercial goals. Compare more structures in our full guide.

How We Manage the Foreign Company Registration Process for You

Successful foreign company registration in Australia requires precise preparation of certified (and often translated) foreign constitutional documents, appointment of a compliant local agent, and efficient lodgement with ASIC. Common self-lodgement pitfalls include rejected applications, delays of many weeks, and inadvertent breaches.

Our comprehensive service covers:

• Pre-registration structuring and threshold advice

• Preparation, certification, and translation of all required documents

• Appointment of local agent and registered office (we can act in these roles)

• Complete Form 402 lodgement and follow-up with ASIC

• Post-registration ABN, TFN, GST, and public officer applications

• Ongoing annual compliance and secretarial support

Because we handle these matters for you, your registration is typically completed faster.

Ongoing Obligations and Risk Areas

Registered foreign companies must maintain a local agent, prominently display name and ARBN details, lodge parent-company financial statements annually, and comply with Australian tax rules on local-source income. Transfer pricing, thin capitalisation, FIRB approvals, (where applicable), and double-taxation treaty claims add further layers of complexity.

We offer fixed-fee compliance retainers so these obligations do not become a burden.

Why Choose Opportuna Legal?

Whether you are a listed multinational or a venture-backed technology companies, no matter your scale, we can assist in establishing your presence seamlessly. Clients choose us for our:

• Direct communications with ASIC and ATO personnel

• Coordination with your overseas legal and tax advisers

• Ability to deliver FIRB, employment, IP, and industry-regulatory advice under one roof

Take the Next Step

Expanding into Australia should be a commercial opportunity, not a compliance headache. Contact our Corporate & Commercial team today for a confidential discussion

Opportuna Legal 

T: +61 8 6110 3748

E: reception@opportunalegal.com.au

Information current as of 25 November 2025. This article is general in nature and does not constitute legal or tax advice. Specific professional advice should be obtained.