Setting up an Australian company from the Philippines

Philippine businesses that open in Australia, from BPO and software firms to food and retail brands, usually do it through an Australian proprietary company. Whatever the parent looks like at home, the Australian company needs at least one director who ordinarily resides in Australia under Corporations Act s201A. We explain the rule in the resident director guide and won't repeat it here.

The Philippine-specific points are the shape of the parent (stock corporation or One Person Corporation), a tax treaty from 1979 that Treasury does not show as modified by the MLI, a standard FIRB band despite two regional trade agreements, and a clock that matches Perth.

Choosing the Philippine shareholder

A stock corporation

Most groups hold the Australian company through an existing SEC-registered stock corporation. Australian banks and advisers may ask for its articles of incorporation, latest General Information Sheet and board resolution approving the investment, so have current, signed copies ready.

A One Person Corporation

The Revised Corporation Code (Republic Act No. 11232) introduced the One Person Corporation, a corporation with a single stockholder. The Code says only a natural person, trust or estate may form one, and it excludes banks, insurers, publicly listed companies and some other categories.

For an Australian expansion, that has two consequences:

• A founder who runs their business through an OPC can have the OPC hold the Australian shares. The OPC is then the shareholder for FIRB, treaty and register purposes.
• A Philippine corporate group cannot set up an OPC as a holding vehicle for Australia, because a corporation can't be an OPC's stockholder. Use an ordinary stock corporation instead.

Philippine rules on registering or reporting foreign investments, and on buying foreign currency to fund them, are outside our scope. Ask Philippine counsel what the parent needs to do before capital is sent.

Or a branch

A registered foreign company with an ARBN is the alternative to a subsidiary. Our subsidiary vs branch guide compares them.

The 1979 tax treaty

Treasury's income tax treaties table lists a comprehensive agreement with the Philippines, signed on 11 May 1979 and in force since 17 June 1980. Unlike the Indonesian, Vietnamese and Japanese treaties, the table does not show it as modified by the OECD Multilateral Instrument, and lists no synthesised text.

That makes it one of the older unmodified texts in Australia's network. Its rules on dividends, interest, royalties and business profits are those negotiated in the 1970s. Ask your tax adviser to check it against your proposed flows, such as a management fee from Manila or a licence for Philippine-developed software, before the first payment. Our guides on company tax for foreign-owned companies and transfer pricing cover the Australian obligations. We don't give tax advice.

AANZFTA, RCEP and the FIRB band

According to DFAT, the Philippines is a party to AANZFTA, although it has not yet implemented the 2025 upgrade, so trade with the Philippines remains under the First Protocol. RCEP entered into force for the Philippines on 2 June 2023.

Neither agreement adds the Philippines to the "certain FTA partners" list in the 2026 FIRB monetary thresholds. A private Philippine acquirer is in the standard band:

Two practical notes. First, an office lease for the new subsidiary is a common question. FIRB's key concepts guidance has a section on leases and agreements for lease, so check with a FIRB adviser before you sign a long one. Second, a government-owned or controlled corporation investing from the Philippines may be a foreign government investor, with a $0 threshold for direct interests. See our FIRB basics guide.

Apostilles and Philippine records

The HCCH status table shows the Philippines acceded to the Apostille Convention on 12 September 2018, in force from 14 May 2019. Some European states objected to the accession, and several later withdrew. Australia was not among the objectors. The Philippines also lodged a declaration that apostilles do not satisfy its extradition law, which won't affect company paperwork.

For company setup:

• Director ID. ABRS accepts identity copies certified outside Australia by a notary public or by staff at an Australian embassy or consulate. Philippine passports are in English, so translation is rarely an issue.
• Middle names. Many Filipino directors carry a middle name, commonly the mother's maiden surname, on their passport. Australian forms treat it as a given name. Put it in the same field every time, on the Director ID, the consent to act, the ASIC register and bank KYC, or you'll answer identity queries later.
• SEC documents for the parent. Australian banks verifying a Philippine shareholder may ask for certified copies of the SEC registration, articles and General Information Sheet. Whether they want an apostille on top varies, so ask the bank.

Manila time and Australian time

The Philippines is on UTC+8 all year, with no daylight saving. That's the same as Perth. Sydney and Melbourne are two hours ahead from April to October, and three hours ahead from the first Sunday in October (4 October 2026) to the first Sunday in April (4 April 2027), per the NSW Government. Brisbane stays two hours ahead all year, and Adelaide is 1.5 hours ahead in winter and 2.5 in summer.

The overlap is generous. A Sydney board meeting at 11am in November is 8am in Manila. Many Philippine-linked boards circulate written resolutions and sign them electronically the same day. Our guide to signing documents from overseas explains execution options.

Mistakes to avoid

1. Treating a Manila director as the resident director because they travel to Australia often. Ordinary residence is the test.
2. Assuming RCEP or AANZFTA gives the higher FIRB band. It doesn't.
3. Inconsistent use of the middle name across Director ID, ASIC and bank records.
4. Choosing an OPC as a corporate group's holding vehicle, which the Code doesn't allow.
5. Funding before the account is open. Sort the order of capital, loans and bank account in advance; our funding guide sets out the options.

Where a resident director fits

If none of your people live in Australia yet, an independent resident director lets you register now and stay compliant when your first local hire arrives or leaves. Our packages are on the pricing page, the full build is in the subsidiary setup guide, and each director's Director ID steps are in the Director ID guide.

General information only, current at 28 October 2026. Not legal, tax or financial advice in Australia or the Philippines.

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.