An entity must be registered with ASIC to carry on business in Australia if it meets the definition of a “foreign company” in Section 9 of the Corporations Act 2001. A foreign company is defined as a body corporate which has been incorporated in an external territory or outside Australia, or an unincorporated body that is formed in an external territory or outside Australia and may sue and be sued or may hold property in the name of its secretary or other officer.
In order to register your foreign company in Australia, there are a few steps which must be followed. Firstly you must ensure that the name you wish to use is available. Next, you must complete and submit a Form 402 – Application for Registration as a Foreign Company, along with the required supporting documents and the applicable fees.
Documents that must be lodged with the Form 402 are:
- a Certified copy of the Certificate of Incorporation or similar document and a Certified copy of the body's Constitution, including any amendments (which are not more than 3 months old);
- a memorandum of appointment of the local agent or power of attorney in favour of the local agent which can be done using an ASIC Form 418. The form must state the name, address and appointment date of the local agent who must be an Australian individual or company, authorised to accept, on behalf of the foreign company, service of process and notices.
Note: if the Form 418 is being lodged by a third party on behalf of the company, a copy of the document which authorises them to lodge the document must be provided as well as a Form 403 to verify the authorising document; and - a memorandum stating the powers of certain directors where the directors of the foreign company include directors who are resident in Australia and are members of a local board of directors.
