Setting up an Australian company from mainland China

A mainland Chinese company can own 100% of an Australian proprietary company, but the Pty Ltd must have at least one director who ordinarily resides in Australia (s201A of the Corporations Act). The other directors can sit in Beijing, Shanghai or Shenzhen. Each of them needs a Director ID before appointment, and the paper route from China takes weeks, so start early. Whether the group needs approval under China's outbound investment rules, and whether it needs FIRB approval in Australia, are separate questions for your advisers on each side.

Two sets of approvals, in two directions

Chinese groups often underestimate how much of the timetable sits outside Australia.

On the Chinese side. Outbound direct investment (ODI) from mainland China is subject to its own filing and foreign-exchange processes. Which filings apply, and how long they take, depends on the investor, the amount and the sector. We don't advise on PRC law. Your PRC counsel should map these steps before you fix a date to inject share capital into the Australian company, because those steps can decide when the money can actually be remitted.

On the Australian side. FIRB rules turn on who the investor is and what is being acquired. The official 2026 monetary thresholds, in effect from 1 January 2026, treat China as one of the "certain FTA partners". For private investors from those partners:

Two points matter most for Chinese investors.

1. State ownership changes everything. A foreign government investor faces a $0 threshold for direct interests in Australian entities and businesses. FIRB's Guidance Note 7 also states that foreign government investors need approval before starting a new Australian business, and treats steps like applying for an ABN, signing a lease or hiring staff as starting one. Private investors starting a new business generally don't trigger notification unless national security is involved. If any part of your shareholding chain traces back to a Chinese government body, get FIRB advice before you incorporate.
2. The FTA threshold follows the immediate acquirer. FIRB's table says the higher thresholds apply only where the immediate acquirer is an entity formed in an FTA partner country. A Chinese group investing through a British Virgin Islands or Cayman holding company is assessed on that holding company's jurisdiction, not on China's.

See FIRB approval basics for the process itself. We don't prepare FIRB applications, though our Governance Partner package tracks approval conditions once they are granted.

Tax treaty position

Treasury's income tax treaties list shows a comprehensive tax treaty in force with China: signed 17 November 1988, in force from 28 December 1990, and modified by the OECD Multilateral Instrument (entry into force for the pair on 1 September 2022). Treasury also lists a separate 1985 airline profits agreement.

Treasury lists this agreement under China. Hong Kong doesn't appear on the list at all, so treat it as having no comprehensive tax treaty with Australia. That means routing the investment through a Hong Kong holding company changes the analysis (see our Hong Kong page). Withholding rates on dividends, interest and royalties, permanent establishment risk for staff seconded from China, and transfer pricing all belong with your tax adviser.

Documents: apostille, translation and Director IDs

Mainland China joined the Hague Apostille Convention with effect from 7 November 2023. According to China's declaration recorded by the HCCH, the Ministry of Foreign Affairs issues apostilles, and authorised provincial and municipal Foreign Affairs Offices can issue them for documents from their areas. For corporate documents headed to Australia, this generally replaces the older notarisation-plus-consular-legalisation chain. Check the receiving party's requirements first, because a bank's KYC team may set its own rules.

For Director IDs, a director living in China without Australian identity documents applies on ABRS paper form NAT 75433. ABRS accepts:

• certification by a notary public, by an apostille, or by staff at an Australian post. DFAT lists the Embassy in Beijing and Consulates-General in Shanghai, Guangzhou and Chengdu.
• a foreign passport as a primary document, with a national photo identity card on the secondary list.
• for anything in Chinese, an English translation by an approved translation service, certified, stamped with the translator's accreditation, and sent with a certified copy of the original.

The full walkthrough is in Director ID for foreign directors.

Names gotcha. Make sure each director's name is romanised and ordered (family name, given name) exactly as in their passport, and use that same version on the Director ID form, the consent to act and Form 484. Mismatches between records lead to queries from ABRS and the bank.

Time zones and signing rounds

Mainland China runs on UTC+8 all year, with no daylight saving.

A Sydney morning overlaps comfortably with the Beijing working day, so board calls and signing rounds are easy to coordinate in real time. A circulating resolution can often be finished within one business day.

Chops versus signatures. A Chinese parent signs shareholder resolutions under its own corporate formalities, often with a company chop. The Australian subsidiary doesn't need a seal at all. Under s127(1) it executes documents with the signatures of two directors, a director and the secretary, or a sole director who is also sole secretary or has no secretary. Those signatures can be electronic. Counterparties and banks look for s127 execution by the Australian company itself, and a parent-company chop isn't that.

Common mistakes from China-based groups

• Booking incorporation before the outbound filings are mapped. The company exists, but the capital may not arrive and the bank account sits empty.
• Appointing only PRC-based directors. The company is in breach of s201A from day one.
• Assuming the parent's FTA status applies to an offshore holding vehicle. It doesn't. FIRB looks at the immediate acquirer.
• Leaving Director IDs to the end. Notary, translation and post can take longer than the incorporation itself.
• Treating the resident director as a signature service. Australian law doesn't recognise a figurehead director. Ours works within a written decision protocol and needs real information to sign.

How we work with Chinese-owned companies

We provide the Australian-resident director, and on our core package also the registered office and compliance calendar. Appointment is lodged within 5 business days of completed checks, or 2 business days with the A$350 express option. We work alongside your PRC counsel, Australian accountant and FIRB adviser. We don't replace them. Start with our eligibility checker, or go straight to /start.

General information current at 27 October 2026. It is not legal, tax or foreign-investment advice, so confirm your position with advisers in both countries.

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.