10 Things to Know Before You Bring Your Startup to Australia: 8 – Setting Up In Australia

When setting up an Australian company you need to consider the following:

• Do you want to set up a private company or public company? Most startups begin as private companies limited by shares.
• Will a foreign company own your Australian company as a subsidiary? You may be required to set up a company in Australia which has at least one Australian director.
• Will your Australian company trade on behalf of the business? This includes entering into contracts with suppliers, contractors and employees.
• Who will be your Australian resident director? Australian companies must have at least one director who is an Australian resident.
• Will you have a foreign or Australian holding company for your business assets? You may set up another Australian company to own these assets.
• Where will you hold the business’ valuable assets? Assets should be held separately from the trading company to protect them.

How you carry on your business as well as tax planning considerations will affect whether you:

1. register your company as a foreign company in Australia;
2. establish a new Australian company as an independent entity; or
3. establish an Australian subsidiary of an overseas company.

You should seek advice from your accountant before choosing which structure to adopt. More often, foreign startups choose to incorporate an Australian subsidiary. But if you decide to do business from your home country, you must register your company with ASIC as a foreign company.

How to Register As A Foreign Company

	Register an office in Australia and choose a local agent. If you do not have someone in Australia who can be your local agent, any company secretarial services business or accountant can offer local agent services.
	Check that your preferred company name is available by searching ASIC’s business names register and IP Australia’s Trade Mark Register. Even if your name is available with ASIC, you should check whether there are other businesses using this name to avoid a potential breach of a trade mark.
	File a Form 402 and provide the appropriate supporting documents including a certificate of incorporation, constitution, memorandum of appointment of a local agent and a memorandum stating the powers of an Australian resident director. Once successful, you will receive your certificate of registration and Australian Registered Body Number (ARBN).
	Apply for an ABN. An ABN is necessary for all dealings with the Australian Government, ATO and for receiving payments for goods and services.

Finally, if you wish to expand into the Australian market via the acquisition of an Australian company, it is important that you closely follow ASIC’s regulation and guidance material relating to company takeovers. A foreign acquisition proposal may be subject to approval by the Australian Foreign Investment Review Board.