Expanding from Canada to Australia with a local subsidiary

A Canadian corporation expanding to Australia normally incorporates an Australian proprietary company (Pty Ltd) as its subsidiary. The subsidiary needs at least one director who ordinarily resides in Australia. Canada is a CPTPP partner, so Canadian private investors get Australia's higher FIRB thresholds, but only when the acquiring entity is itself formed in Canada. Australia and Canada have a comprehensive tax treaty in force, and since January 2024 Canadian documents can be apostilled rather than legalised.

The usual Canadian structure

The usual aim is a clean Australian entity that can hire staff, sign customer contracts and open a local bank account. In practice:

1. The Canadian parent, whether federally or provincially incorporated, approves the investment by board resolution.
2. An Australian Pty Ltd is registered with ASIC. The 2026–27 registration fee for a company with share capital is $636. The Canadian parent is the sole shareholder.
3. The board is made up of one or more Canadian executives plus an Australian-resident director.
4. ABN, GST and payroll registrations follow, and the annual ASIC review fee of $342 applies from the first anniversary.

Some Canadian companies that already belong to a US group set up the Australian company under the US entity instead. That choice affects the FIRB analysis below and the treaty analysis your tax advisers run. The step-by-step sequence for a corporate parent is in Australian subsidiary setup. Individual Canadian founders without a parent company should start with registering a company as a foreigner.

FIRB and the immediate-acquirer rule

FIRB's 2026 monetary thresholds, in effect from 1 January 2026, group Canada with the other CPTPP countries among the "certain FTA partners". For private Canadian investors:

The footnote is where the risk sits. To get these thresholds, the immediate acquirer must be an entity formed in Canada. A Canadian group that invests through a Delaware or Luxembourg holding company gets that subsidiary's country's thresholds instead. Say a $400 million acquisition of a non-sensitive business: it sits under the threshold for an Ontario corporation but could need approval if it goes through a holding company from a non-FTA country.

The second issue is government ownership. Investors connected to a Canadian federal or provincial government should check whether they are foreign government investors, because FIRB's threshold for a direct interest in an Australian entity is $0 for them. Whether a particular provincial investment manager or public pension fund counts is a legal question for a FIRB adviser. Our FIRB basics guide explains how approvals work.

Tax treaty status

Treasury's income tax treaties table shows a comprehensive tax treaty in force with Canada:

• the 1980 convention, signed on 21 May 1980 and in force from 29 April 1981
• an amending protocol, signed on 23 January 2002 and in force from 18 December 2002
• modification by the OECD multilateral instrument, which entered into force for this treaty on 1 December 2019. Treasury notes that a synthesised text is available.

Because of the multilateral instrument, read the synthesised text rather than the 1980 document alone. Your Canadian and Australian tax advisers will work through withholding on dividends and intercompany charges, and the Canadian-side reporting for foreign affiliates. We don't give tax advice.

Documents: apostilles since 2024

The Apostille Convention entered into force for Canada on 11 January 2024. Under Global Affairs Canada's December 2023 announcement, Alberta, British Columbia, Ontario, Quebec and Saskatchewan issue apostilles for documents issued or notarised in their own province. Global Affairs Canada handles federal documents and the other provinces and territories. Older advice about authenticating at a consulate or embassy predates the change.

For our identity checks, a Canadian notary or another authorised certifier certifies each director's and owner's ID. Corporate documents, such as the certificate of incorporation, the parent's board resolution and a certificate of status, may need an apostille for an Australian bank. Documents in French, such as those from Quebec, need a certified English translation.

Time zones: the largest gap of any major market

Sydney and Melbourne use AEST (UTC+10) and switch to AEDT (UTC+11) from early October to early April. Perth stays on UTC+8 all year. On the Canadian side, Toronto and Montreal use Eastern time (UTC−5, or UTC−4 from the second Sunday in March to the first Sunday in November). British Columbia changed its clocks for the last time on 8 March 2026 and now stays on UTC−7 year-round, according to the BC government.

Sydney is effectively the next day. A Toronto email sent at 4 pm in January lands at 8 am the following day in Sydney. Perth sits 15 hours ahead of Vancouver all year. Calendars set up before BC's change may still show the old offset, so check recurring board meetings that involve Vancouver attendees.

Here's how we run signing: papers go out at the end of the Australian day so Canadian signatories receive them in their morning. They sign during their day, and the Australian director countersigns when Sydney opens. One round takes one Australian business day.

Canada-specific pitfalls

• Assuming the Canadian directors are enough. Under s201A, a Pty Ltd needs a director who ordinarily lives in Australia. A Canadian executive on a short assignment may not meet that test (see who can be a resident director), and if they leave, the company is out of compliance immediately.
• Director IDs late in the process. Canadian-resident directors usually can't use the online Australian identity check, so they apply on the paper form. See Director ID for foreign directors.
• Accounts lodged in Canada aren't lodged in Australia. A small Australian company controlled by a foreign company generally lodges financial reports with ASIC unless relief applies. See financial reporting for foreign-controlled companies.

Working with us

We provide the Australian-resident director, with appointment within 5 business days of completed identity checks, or 2 business days with the A$350 express option. Our compliance package adds the registered office and the annual ASIC calendar. Canadian and Australian advisers keep the tax, legal and FIRB work. For a fixed quote, start here.

General information, current at 27 October 2026, and not a substitute for legal, tax or FIRB advice on your transaction.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.