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Incorporation Guide: Starting a Business in Australia as a Foreigner

By FastLane Team, June 4, 2020 (5 mins)

In recent decades, Australia has been recognised as an integral international financial hub. The country has demonstrated that its dynamic industries, strong business and government foundations and strength of its global ties has led to the development of its robust economy. Australia’s unique traits have led many to consider Australia company incorporation. In this article, we look to provide guidance on what one can expect when starting a business in Australia as a foreigner.

 

What You Will Learn:

1. Decide on a Company Structure

2. Decide on a Company Name

3. Select a State / Territory of Registration

4. Choose a Registered Office Address and Principal Place of Business Address

5. Identify the Company Officeholders

6. Decide on the Share Structure

7. Obtain Consent from Company Officers, Members and Occupiers

8. Submit Company Incorporation Application

9. Other Considerations

1. Decide on a Company Structure

As different company structures can offer varying benefits, it’s important to consider if a certain company structure is most appropriate for your business plans. In Australia, proprietary companies are most often utilised. 

The Australian Securities & Investments Commissions (“ASIC”) have compiled a comparative table of the varying company structures and their respective advantages and disadvantages.

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2. Decide on a Company Name

Australian companies must adhere to the following rules:

  • A company name cannot be identical to that of an existing company
  • Words that could mislead people on a company’s activities are prohibited
  • Words that are considered offensive, or suggests illegal activities are prohibited
  • A company’s name must show its legal status

 

In addition, certain terms are restricted and cannot be used without obtaining approval from an Australian government minister.

 

Those who would like to check on the availability of their desired company name, or would like to apply to reserve a name can do so online.

3. Select a State / Territory of Registration

In the Australia company incorporation application, applicants must specify which Australian state / territory that they wish to incorporate their company in.

4. Choose a Registered Office Address and Principal Place of Business Address

 

In Australia, companies must utilize two addresses for their

 

Registered Office Address

  • The address where all official communications and notices to the company will be sent
  • This address must be within Australia and cannot be a P.O. Box address

 

Principal Place of Business Address

  • A principal place of business address will convey where your company will conduct its business operations
  • This address cannot be a P.O. Box address

 

For foreigners, it is possible to engage a professional service provider to assist in the provision of a registered office address.

5. Identify the Company Officeholders

In Australia, the positions of company director and company secretary are known as a company’s officeholders. Like many other countries, the individuals who will hold these positions within a company must be stated in the company incorporation application along with their personal particulars.

 

In addition, unless an individual has obtained consent from an Australian court, those who meet the following criteria are prohibited from acting as a company officeholder:

  • Individuals who are bankrupt at the time of application
  • Individuals subject to a personal insolvency agreement or composition under the Bankruptcy Act 1966
  • Have been convicted for offences such as fraud, or breaching prior duties as a company officeholder

6. Decide on the Share Structure

In the Australia company incorporation application, applicants will be requested to disclose details related to the share structure of their company. There are minimal laws that govern the type of share structures that are allowed and companies simply need to ensure that they issue at least one share to one shareholder.

 

 

7. Obtain Consent from Company Officers, Members and Occupiers

Written consent to submit the company incorporation application must be obtained from the company officers, members, and the occupiers of the registered office address. 

 

In respect of the occupier, to the extent that the company’s registered office address does not belong to the company itself, the occupier must provide written consent, stating the company has received permission to utilize the address for business purposes.

 

It is not required to submit these documents to the Australian government when incorporating a company. However, Australian companies are required to maintain a register to record details of the actions related to the company officers, members and occupiers.

8. Submit Company Incorporation Application

The Australia company incorporation application can be submitted in a variety of ways, allowing foreigners to complete the process with minimal complications. 

 

1. Online submission

Company incorporation applications can be completed online via the Australian Government’s Business Registration Service (“BRS”) website. 

 

Foreigners who are looking for a simple one-stop solution for their company incorporation needs can utilize this option as BRS combines several business and tax registration services on their website – this allows foreigners a comprehensive platform to make sure that they are complying with the various regulations set forth by the Australian government.

 

2. Professional service providers

Australia allows the use of professional service providers to assist in company incorporation. Foreigners who are unsure of the matters related to compliance can utilize these services to ensure that there are no potential delays to their application in the event of the omission of information or if the Australian government denies an application. 

 

3. Paper submission

Companies who are not permitted to complete an online submission of their company incorporation application must do so via paper. However, consent must be granted by the ASIC in order to proceed with this method. Parties interested in a paper submission should submit their requests to ASIC.

9. Other Considerations

Upon submitting a company incorporation application, the BRS will provide the following upon a successful registration:

  • An Australian Company Number (“ACN”), a unique nine-digit number issued to every company registered under the Commonwealth Corporations Act 2001
  • Confirmation that the company has been registered
  • A certificate of registration

Conclusion

The Australian company incorporation process is relatively simple and straightforward as the rules are clear and the requirements are easy to meet. As such, foreigners should generally have no issues completing this process. The FastLane Group has extensive experience in helping our clients incorporate their companies in countries around the world. Please contact the FastLane Group for assistance!



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