---
title: Corporate Structures in Australia for International Businesses
description: Discover corporate structures for international businesses expanding into or doing business in Australia. Learn about options, characteristics and pros and cons of corporate structures in order to choose the right structure to establish your business in Australia.
---
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Australian Corporate Structures
[Start your Business in Australia](https://beachheadadv.com/contact?hsLang=en)
## Corporate Structures for International Businesses Expanding into Australia
##### A guide to Australian business structures for foreign companies in Australia.
Choosing the right business structure is essential for international companies looking to establish operations and set up a business in Australia, as it significantly impacts legal, financial, operational and strategic outcomes.
This guide outlines the main business structures available to international companies in Australia—along with their characteristics and requirements, pros and cons—to help you make an informed decision.
Need help choosing the right structure for your Australian business.
[Contact Us](https://beachheadadv.com/contact?hsLang=en)
### Australian Business Structure Options for Foreign Companies
Foreign companies have several options when setting up a business in Australia, including:
##### Incorporate a Subsidiary
[Establish a proprietary company (Pty Ltd), a separate legal entity incorporated subject to the Corporations Act 2001 (Cth).](https://beachheadadv.com/corporate-structures-australia-international-business#PtyLtd)
##### Register a Foreign Branch
[Operate the foreign entity under an Australian Registered Body Number (ARBN).](https://beachheadadv.com/corporate-structures-australia-international-business#ARBN)
##### Register a foreign company Australian Business Number (ABN) only
[For certain limited business activities, including simplified Goods and Services Tax (GST) registration with the Australian Taxation Office (ATO).](https://beachheadadv.com/corporate-structures-australia-international-business#ABN)
#### 1. Incorporate a Subsidiary - Australian Proprietary Company (Pty Ltd)
Most foreign businesses establish a proprietary company – a wholly-owned subsidiary – in Australia, identified by "Pty Ltd" or "Proprietary Limited" in the company name. This is a separate legal entity and is required to be registered with the Australian Securities and Investments Commission (ASIC) and is governed by the Corporations Act 2001 (Cth). Once registered, each company has a unique **Australian Company Number (ACN)**. A proprietary company provides limited liability to their shareholders, whose liability is limited to unpaid share amounts in the event of liquidation.
##### Key Considerations:
- Must be registered with the Australian Securities and Investments Commission (ASIC) and receive a unique Australian Company Number (ACN).
- Must have at least one director who is an Australian resident (and at least one resident company secretary if a secretary is appointed).
- Must have a Registered Office located in Australia.
- Can appoint Foreign Resident Directors (FRDs) alongside the Australian Resident Director (ARD), typically most parents chose to appoint one or two FRDs.
There is no restriction on the share ownership of an Australian Pty. They can be 100% wholly owned by a foreign entity or shareholder(s).
##### Classification: Large vs. Small Proprietary Companies
A proprietary company may be classified as ‘large’ – versus a ‘small’ – proprietary company based on meeting at least two of the following criteria:
- **Revenue**: the consolidated revenue for the financial year of the local, Australian company and any entities it controls is $25m or more.
- **Assets**: the value of the consolidated gross assets at the end of the financial year of the company and any entities it controls is $12.5m or more; or
- **Employees**: the company and any entities it controls have 50 or more employees at the end of the financial year.
If a company does not meet at least two criteria, it is considered a small proprietary company. Such a classification affects not only some ASIC reporting and audit requirements but also some tax-related ATO obligations.
#### 2. Establish a Foreign Branch (ARBN)
A foreign company can operate in Australia as a foreign branch by applying to ASIC to register an Australian branch and obtaining an Australian Registered Body Number (ARBN). A foreign branch is not a separate legal entity, and all directors of the foreign company are subject to Australian laws, carrying the same legal and financial responsibilities as Pty Ltd company directors.
##### Key Considerations:
- Must have a registered office in Australia.
- Must appoint a resident public officer.
- Must appoint a local agent responsible for compliance with the Corporations Act 2001.
- Must lodge annual financial statements with ASIC – and a branch Company Tax Return (CTR) with the ATO if revenue generating – and meet specific reporting requirements.
#### 3. Register a foreign company Australian Business Number (ABN) only
For certain limited activities, a foreign company may undertake these specific activities in Australian. This includes a simplified Goods and Services Tax (GST) registration with the ATO. While it is technically possible to register an ABN and operate in a very limited capacity, this option carries significant legal and tax risks, limitations in operational scope and lack of credibility and trust.
If a foreign company is “carrying on business” in Australia, it is legally required to either register as a foreign company or incorporate an Australian entity.
---
### Comparison Table of Structures to Establish a Business in Australia
The following is a general overview of the comparison between Australian incorporation/registration alternatives commonly utilised by international businesses expanding into Australia. Careful consideration and professional advice should be sought based on the specific circumstances relevant to your business.
| | ###### **1** ###### Local, wholly owned, independent subsidiary Pty Ltd | ###### **2** ###### Branch office / Registered Foreign Company | ###### **3** ###### Foreign Company ABN registration *AND *ATO GST registration |
| --- | --- | --- | --- |
| Registration Type | Australian Company Number (ACN) | Australian Registered Body Number (ARBN) | Australian Business Number (ABN) only |
| Legal Structure | Separate fully registered, incorporated proprietary (i.e. private) Australian legal entity/company. ("Pty Ltd") | A Branch of a foreign company which is registered to trade in Australia. | No legal entity (not incorporated in Australia). |
| ASIC Registration | Required | Required | Not a company registration |
| ATO Registration | An ACN also, typically, has an ABN registration as well as a TFN. Required to file taxes on global Pty turnover. | ABN registration only (as well as the ARBN from ASIC). Required to file taxes on Australian turnover. | ABN registration only; local tax obligations apply. |
| Australian Legal Entity | Yes | No | No |
| Statutory Roles Requirements | Minimum 1 x Australian- Resident Director (ARD) and, a Resident Public Officer (ARPO). | Australian-Resident Public Officer (ARPO) | None |
| Australian Registered Office | Yes | Yes | No |
| Entitled to trade/operate in Australia | Yes | Yes | Limited. Entitled to export/sell into Australia. |
| Can hire employees in Australia | Yes | Yes | No |
| Foreign Directors Require DINs\* | Yes Only the Directors of the Pty Ltd entity. | Yes All of the foreign entity’s directors must acquire DINs. | No |
| Can sign contracts as an Australian Entity | Yes | No, as the contracting entity is the foreign company, but they can sign as the ARBN. | No |
| Can invoice as an Australian Entity | Yes | No, as the invoicing entity is the foreign company, but it can “look” local. | No |
| Business / Trading Names | Yes | Yes, can own one or more business names (eg. “Foreign Co Australia”) | No |
| GST Sales/Output Tax Registered | Yes | Yes | Yes, as with an ACN or ARBN, must remit GST to the ATO. |
| GST Input Tax Claimable | Yes | Yes | No |
| Perceived Local Credibility | High | Moderate | Low |
| Common usage | The most popular for serious market entry, offering full local presence and credibility. | Useful when a company wants to operate directly from its home base but comply formally in Australia. | Limited and risky if used beyond highly specific light activities. |
### Australian Business Structures Pros and Cons
These are some general pros and cons of Australian corporate structure options relevant for most international businesses expanding into Australia. The decision is however based on specific circumstances. As such, further advice is recommended. Beachhead can provide further detailed information based on your specific circumstances. [Contact Us](https://beachheadadv.com/contact?hsLang=en) for more information.
| | ###### **1** ###### Local, wholly owned, independent subsidiary Pty Ltd | ###### **2** ###### Branch office / Registered Foreign Company | ###### **3** ###### Foreign Company ABN registration *AND *ATO GST registration |
| --- | --- | --- | --- |
| Pros | - Fully localised legal structure. - Financially independent, yet wholly owned by parent company (for tax management efficiencies). - Clearly, to all concerned agencies and potential customers, an Australian-based company - Compartmentalises any risks in the Australian entity. - Best springboard to advancing to an operating, trading entity. | - Legitimate, ASIC-aegis legal structure, if less well known than establishing a Pty Ltd. - As only an Australian-Resident Public Officer (ARPO) is required – i.e. no Resident Director – Stat Gov costs are reduced. | - The simplest of structures as you need no local ASIC registration, just an ATO ABN/GST registration. |
| Cons | - Most costly in terms of Statutory Governance roles and therefore overall costs. - Similar costs – as an ARBN – for ATO tax reporting but possibly simpler to execute. - Risks of an ASIC requirement for a foreign-owned company audit can be waived if executed correctly and in a timely manner. | - Potential perception issues with respect to customers. - Has similar ATO tax reporting liabilities for Australian activity but, minimizable with good tax planning. - Will still need to file the foreign company’s annual accounts with ASIC. | - No ability to reclaim input costs (i.e. GST input taxes) as the entity is only registered for collection of GST from Australian sales. |
### The Right Structure for your Australian Business
Choosing the right corporate structure is essential to setting up your Australian operations for long-term success. Each option comes with its own legal, tax and operational implications, so it is important to align your structure with your business goals, risk profile and growth strategy.
At Beachhead, we help international companies navigate these decisions and can undertake all aspects of establishing and growing your business in Australia.
Need help choosing the right structure for your Australian business. Contact us to book a consultation.
[Contact Us](https://beachheadadv.com/contact?hsLang=en)
\* **Director Identification Number (DIN) - **All individuals – whether resident or non-resident – who wish to serve as a Director, must also have registered for, and hold, a “once-for-life” Director’s Identification Number (DIN). This includes both resident and foreign directors of all Australian companies and Australian Registered Bodies (or ARBNs, essentially a branch office).
*This is a summary of some common structures utilised by international companies operating in Australia. This information is general in nature and is not intended to be exhaustive or to represent specific advice. Advice should be sought based on specific circumstances and intended activities in Australia.*
##### Related Information
[Australian Resident Director Insights](https://beachheadadv.com/australian-resident-director-insights?hsLang=en)
[Public Officer Insights](https://beachheadadv.com/australian-resident-director-public-officer-0?hsLang=en)
[Legal and Statutory Governance Services](https://beachheadadv.com/legal-and-statutory-governance-services?hsLang=en)
[Expedited Business Establishment Services](https://beachheadadv.com/expedited-market-entry?hsLang=en)
[Doing Business Directory](https://beachheadadv.com/australia-government-industry-directory?hsLang=en)
##### Useful Resources
[Australian Securities & Investments Commission](https://asic.gov.au/) (ASIC)
[Australian Business Register](https://www.abr.gov.au/) (ABR)
[Australian Business Registry Services](https://www.abrs.gov.au/) (ABRS)
[Australian Taxation Office](https://www.ato.gov.au/) (ATO)
[Business.gov.au](https://business.gov.au/) (Australian Government Business Portal)
### Get in touch
###### Let us know how we can help.
To learn more about starting your Australian expansion please contact us today. We’re here to help you navigate the complexities of doing business in Australia every step of the way including choosing the right business structure.
You can contact us via email [info@beachheadmgt.com ](mailto:info@beachheadmgt.com)or telephone +61 (0)2 9045 8851.
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