Market Insights 

There are different types of business structures in Australia with specific important legal and tax considerations.  Generally, foreign companies set up operations and conduct business in Australia via a subsidiary - incorporating a wholly-owned Proprietary Company (a “Pty” Ltd) - or by registering a branch of a foreign company. The latter, a branch office, is registered with ASIC,* the statutory regulator, as an Australian Registered Body Number (an “ARBN”). The most common structure used by foreign companies is a wholly-owned Pty Ltd.  It is a separate legal entity registered in Australia with the Australian Securities and Investments Commission (“ASIC”).   

There are several steps required to establish a business in Australia. Whilst it may take a day or two to register a Proprietary Company (a “Pty”) or a branch office (an “ARBN”) with ASIC, it takes longer to fully register  foreign Associates (Directors or Shareholders) with the ATO (Australian Tax Office).  Further considerations to establish a business in Australia include:  

• Incorporate and register a company or entity and appoint a local Resident Director (with ASIC) and, for a trading or operating company, a Public Officer (for the ATO).  
• Undertake tax registrations with ATO for one or more tax registrations as applicable to your business. 
• Establish operations including banking, insurances and registrations and returns, logistics, facilities and premises, human resources and sales and marketing. 
• Comply with trade regulations for importing businesses and adhere to specific industry obligations.  

• Protect your IP in Australia for technology, services and imported products. 
• Target and localise your business by understanding local culture and clients and localise the brand/website, sales, operations, HR efforts including legal agreements. 

Beachhead undertakes all aspects of business establishment and reduces the cost and time-to-market.     

For all foreign companies seeking to establish an Australian subsidiary, it is a regulatory requirement to appoint a local Resident Director and, for trading companies, a Public Officer. If a Company Secretary is to be appointed, the Secretary must also reside in Australia. 
 
Australian company law (Australian Corporations Act 2001) requires a Proprietary Company to have at least one Australian-resident director, a public company requires three directors (two of whom must be resident). A registered address/office and Principal Place of Business (“PPOB”) in Australia is also required, as is a Local Agent for an ARBN.  Whilst, as with a Company Secretary, a Registered Agent is NOT legally required for an Australian-incorporated Pty, most companies choose the convenience of appointing an Australian-resident Registered Agent.     

There are a variety of business and tax registrations required that are dependent on the type of entity being established.  

All companies incorporated with the Australian Securities and Investments Commission (ASIC) will have an Australian Company Number (an “ACN”).  Australian branch operations will be registered with an Australian Registered Body Number (ARBN)  

As well as incorporating your Australian Proprietary Limited company or registering your ARBN, if you wish to trade in Australia, you will need to separately register with the Australian Taxation Office (ATO) for one or more of the following registrations: 

• an Australian Business Number (“ABN”, typically your ACN prefaced with two extra digits - registered with the Australian Business Register on behalf of the ATO) 

• Goods & Services Tax “GST”) 
• Fringe Benefits Tax (FBT) (if applicable - and unavoidable!) 
• PAYG Withholding (Pay-As-You-Go, an employee income tax withholding system) 
• Payroll Tax (a State-by-State registration based on your employees, if any, locations and a minimum payroll threshold. 
• Tax File Number (“TFN”) 

As of 2022, all individuals – foreign or resident – who wish to serve as a Director, must also have registered for, and hold, a “once-for-life” Director’s Identification Number (“DIN”).  Though this is a relatively straightforward process for Australian residents – and can be executed entirely online – for foreign resident directors, the only current options are still paper-based applications; Beachhead can assist all of our incoming directors with this sometimes arduous process. 

Understanding all elements of the start-up process before you start is crucial.  It is important to have all the information to support the decision process and your investment from the start. This could save you considerable time, significant effort and critical resources.  

Beachhead supports the entire business start-up – and ongoing operational – process through integrated and seamless solutions across all business functions. 

Whether you are exploring the market opportunity or are ready to establish your business, we have deep knowledge and expertise to give you the advice you need.   

We provide a complimentary initial market-entry Discovery Briefing that outlines the key steps and answers any questions that you may have. Contact us to schedule a market-entry Discovery Call.