Glossary: Australian company terms for foreign owners

Running an Australian company from overseas means learning a new vocabulary fast. Your accountant will talk about BAS and PAYG, ASIC will send an annual statement, and the bank will ask for your directors' Director IDs. This glossary explains each term in plain English, says why it matters to a foreign-owned company, and links to the guide that covers it in depth.

Fees quoted are ASIC's 2026–27 amounts. ASIC indexes most fees every 1 July, so check the ASIC fee schedule before relying on a number.

How to use this glossary

Terms are listed A to Z below. Each definition says what the term means for a company owned from overseas, and links to the guide that explains it in full. Three areas cause most of the trouble for foreign owners: the resident director rule (section 201A), personal liability for directors (director penalty notices and insolvent trading), and the annual cycle with ASIC (annual statement, annual review fee and solvency resolution). If you are new to Australia, read those first.

Missing a term? Most of these come up in the first year of a foreign-owned company's life. Our guides cover each one in depth, and how it works shows which ones we handle for you.

General information only, current at 27 October 2026. Not legal, tax or financial advice.

ABN (Australian Business Number)

An 11-digit identifier issued by the Australian Business Register. It's used on invoices, for GST and for most dealings with government. A company that's carrying on an enterprise in Australia normally applies for one straight after incorporation. An ABN is separate from the company's ACN, but for a company it's built from the ACN, which is why the two look alike. See ABN and TFN for foreign-owned companies.

ABR (Australian Business Register)

The public register of ABNs, and the place where details such as the company's public officer and business addresses are recorded for tax purposes. Changes are generally reported within 28 days.

ABRS (Australian Business Registry Services)

The registry run by the ATO that issues Director IDs. Directors outside Australia who can't verify their identity online apply to ABRS on a paper form with certified documents.

ACN (Australian Company Number)

The nine-digit number ASIC gives a company when it's registered. It must appear on the company's public documents and on its common seal, if it has one. The ACN shows that you have an Australian company (a Pty Ltd), not a foreign company that has registered to do business here.

AFSL (Australian financial services licence)

The licence ASIC issues to businesses that provide financial services, such as financial product advice or dealing in financial products. Whether a fintech or crypto business needs one depends on its products. See crypto and fintech companies.

Alternate director

A person appointed to act for a director when that director can't. Whether alternates are allowed depends on the company's constitution or the replaceable rules. ABRS says an alternate director who acts in the role also needs a Director ID.

AML/CTF Act

The Anti-Money Laundering and Counter-Terrorism Financing Act 2006. Under the 2024 reforms, from 1 July 2026 some company services became regulated by AUSTRAC, including acting as a director for another person and providing a registered office. Providers of those services must carry out customer due diligence before they act. See the AML/CTF reforms and company services.

Annual review date

Usually the anniversary of the company's registration. ASIC issues the annual statement on this date each year. A company can apply to change its review date (Form 488, A$52 in 2026–27).

Annual review fee

The fee ASIC charges every year to keep a company registered. For a proprietary company it's A$342 from 1 July 2026, and A$70 for a special purpose proprietary company. It's due within two months of the review date. A late fee of A$102 applies if payment is up to one month late, rising to A$428 after that. See ASIC annual review fee.

Annual statement

The summary of company details that ASIC issues on the review date, together with the invoice. The company must check it and lodge any corrections within 28 days. See the annual statement and solvency resolution.

Apostille

A certificate that authenticates a public document for use in another country that belongs to the Hague Apostille Convention. Overseas directors often need apostilled or notarised copies of identity documents and parent company records. Each country page says whether that country uses the apostille system.

ARBN (Australian Registered Body Number)

The number ASIC gives a foreign company that registers to carry on business in Australia as a branch, rather than setting up a subsidiary. A company with an ARBN needs a local agent, not a resident director. Compare the two structures in subsidiary vs branch.

ASIC

The Australian Securities and Investments Commission. It registers companies, keeps the companies register, collects review fees and enforces the Corporations Act, including director duties and Director ID offences.

ATO

The Australian Taxation Office. It administers company income tax, GST, PAYG withholding and super guarantee, and issues director penalty notices.

AUSTRAC

Australia's financial intelligence agency and AML/CTF regulator. Banks, crypto businesses and, from 1 July 2026, some company service providers must enrol with it and run AML/CTF programs.

BAS (Business Activity Statement)

The form a business uses to report GST, PAYG withholding and some other taxes to the ATO, usually monthly or quarterly. Late or missing BAS lodgements are what turn a director penalty into a "lockdown" penalty.

Beneficial owner

The individual who ultimately owns or controls a company, as opposed to the legal shareholder on the register (which may be a parent company or a nominee). Banks and AUSTRAC-regulated providers must identify beneficial owners. See company registers and beneficial ownership.

Business judgment rule

The defence in s180(2) of the Corporations Act. It protects a director's business decision from a care-and-diligence claim if the decision was made in good faith, for a proper purpose, with no material personal interest, on reasonable information and in the rational belief that it was in the company's best interests. It doesn't apply to insolvent trading.

Company secretary

An officer responsible for many of a company's administrative duties. A proprietary company doesn't have to have one, but if it appoints one, at least one secretary must ordinarily reside in Australia (s204A). See company secretary.

Consent to act

The signed consent that every director and secretary must give before being appointed. The company keeps it, and it isn't lodged with ASIC. Without it the appointment is defective.

Constitution

The company's own rulebook, which can replace or change the replaceable rules. Subsidiaries often adopt a constitution so they can include parent-friendly provisions, such as rules on alternates, board quorums or circulating resolutions. See company constitution.

Corporations Act 2001

The Commonwealth law that governs Australian companies, from registration and directors' duties to financial reporting and insolvency. The current text is on the Federal Register of Legislation.

D&O insurance

Directors and officers liability insurance. It covers some claims made against directors personally. Experienced non-executive directors usually insist on it, and it sits alongside a deed of indemnity. Policies exclude some liabilities, including some fines and tax penalties.

Deed of access, indemnity and insurance

A deed between the company and a director. It indemnifies the director to the extent the law allows, commits the company to maintaining insurance, and guarantees the director access to company records after they leave. The Corporations Act limits what a company can indemnify (ss199A–199B).

Deregistration

The end of a company's legal existence. A solvent company with no liabilities can apply for voluntary deregistration (Form 6010, A$52). ASIC can also start deregistration itself, for example when review fees are unpaid. See closing a company and rescue from ASIC deregistration.

Director ID

A unique identifier that every company director must hold before being appointed, applied for personally through ABRS. A director keeps the same ID for life. Directors outside Australia without Australian identity documents usually apply on paper. See Director ID for foreign directors and the Director ID guide tool.

Director penalty notice (DPN)

An ATO notice that makes a director personally liable for the company's unpaid PAYG withholding, GST or super guarantee charge. A new director can become liable for existing unpaid amounts that aren't dealt with within 30 days of appointment. See director penalty notice.

Dividend withholding tax

Tax withheld from dividends paid to non-resident shareholders. Fully franked dividends are not subject to it. For unfranked amounts, the rate depends on whether a tax treaty applies. See company tax obligations.

Double tax agreement (DTA)

A tax treaty between Australia and another country that allocates taxing rights and often limits withholding tax rates. Treasury keeps the list of Australia's treaties, and each country page states that country's treaty status.

FIRB

The Foreign Investment Review Board, which advises the Treasurer on foreign investment proposals under the Foreign Acquisitions and Takeovers Act 1975. Whether a proposal needs approval depends on the investor, the sector and monetary thresholds that are indexed each 1 January. See FIRB approval basics.

Foreign person

A term defined in foreign investment law. It covers non-resident individuals, foreign governments and companies in which a foreign person holds a substantial interest. An Australian subsidiary of an overseas parent is usually itself a foreign person for FIRB purposes.

Form 201

ASIC's application to register a company. The registration fee for a proprietary company with share capital is A$636 in 2026–27. Each proposed director must have consented, and must hold a Director ID before being appointed.

Form 384

The ASIC form a small foreign-controlled proprietary company lodges to give notice that it's relying on ASIC's relief from preparing and lodging financial reports, where the conditions are met. See financial reporting for foreign-controlled companies.

Form 484

ASIC's change-of-company-details form. It's used for officeholder appointments and resignations, address changes and share changes. Most changes must be lodged within 28 days, otherwise late fees apply. See appoint or remove a director.

Franking credit

A credit attached to a dividend for Australian company tax the company has already paid. Franked dividends paid to non-residents are not subject to dividend withholding tax to the extent they're franked.

GST

Goods and services tax, a 10% tax on most supplies in Australia. A business must register once its GST turnover reaches A$75,000 (A$150,000 for non-profits). See GST registration.

Insolvent trading

When a company takes on a debt while it's insolvent, or becomes insolvent by taking it on. A director who fails to prevent it, where there were reasonable grounds to suspect insolvency, can be personally liable (s588G). See insolvent trading and safe harbour.

Large proprietary company

A proprietary company that meets at least two of three size tests (consolidated revenue, consolidated gross assets and number of employees). Large proprietary companies must prepare, audit and lodge annual financial reports. ASIC publishes the current thresholds.

Local agent

The person or company a registered foreign company must appoint in Australia (s601CF). The local agent is answerable for the company's obligations under the Act. See local agent for a foreign company.

Lockdown DPN

A director penalty that can no longer be cleared by putting the company into administration or liquidation, only by paying it. For PAYG withholding and GST, this happens when the amounts weren't reported within three months of the due date.

Members register

The company's register of shareholders. Every company must keep one. ASIC also holds share structure and member details, which are updated by Form 484. See company registers and beneficial ownership.

Nominee director

An informal term for a director appointed at the request of someone else, often a shareholder or a service provider. Australian law has no category of "nominee" or "figurehead" director: a nominee has the same duties as any other director. See nominee director.

Ordinarily resides

The test in s201A. At least one director of a proprietary company must ordinarily reside in Australia. It turns on where the person actually lives, not their citizenship. See who can be a resident director.

Payday Super

The super guarantee rules that apply from 1 July 2026. Employers generally must pay super so that it reaches the employee's fund within seven business days of payday. See Payday Super.

PAYG withholding

Tax an employer withholds from wages and some other payments and pays to the ATO. Unpaid PAYG withholding is one of the amounts a director penalty can cover.

Principal place of business

The address where the company mainly carries on business. It's recorded with ASIC and can differ from the registered office. Both must be Australian addresses.

Proprietary company (Pty Ltd)

The usual Australian company form for a subsidiary or private business. It has no more than 50 non-employee shareholders and at least one director who ordinarily resides in Australia. It can't raise funds from the public except in limited cases, such as crowd-sourced funding.

Public officer

The person a company appoints under tax law to be responsible for its dealings with the ATO. This role is separate from the company secretary. See public officer.

Registered foreign company

An overseas company registered with ASIC to carry on business in Australia directly, as a branch. It gets an ARBN, needs a local agent and lodges its own financial statements with ASIC.

Registered office

The Australian address where ASIC and others can serve documents on the company. If the company doesn't occupy the premises (for example, it uses a provider's address), the occupier must consent in writing. Changes must be notified to ASIC within 28 days. See registered office address.

Reinstatement

Restoring a deregistered company to the register, either by application to ASIC or by court order. A reinstated company is treated as if it had never been deregistered. See ASIC deregistration rescue.

Replaceable rules

Default governance rules in the Corporations Act that apply to a company unless its constitution replaces them. Examples are how directors are appointed and how board meetings are called.

Resident director

A director who ordinarily resides in Australia. Every proprietary company needs at least one (s201A). For a foreign-owned company with no Australian staff, this is usually an independent professional. See resident director in Australia.

Safe harbour

The protection in s588GA from insolvent trading liability for directors who are developing a course of action reasonably likely to lead to a better outcome than administration or liquidation. It isn't available if employee entitlements aren't being paid or tax lodgements aren't up to date.

Section 201A

The section of the Corporations Act that sets minimum director numbers and residency. A proprietary company needs at least one director who ordinarily resides in Australia. A public company needs at least three directors, two of them ordinarily resident in Australia. Check whether your company is affected with the eligibility checker.

Shadow director

A person who isn't formally appointed but whose instructions or wishes the board is accustomed to act on. Such a person can be treated as a director under the Act's definition, which matters for overseas parents that direct a subsidiary closely. See shadow directors and parent control.

Single Touch Payroll (STP)

The ATO system for reporting payroll information each pay run, through STP-enabled software. Employers must use it from their first employee.

Solvency resolution

A resolution the directors pass within two months of the annual review date, saying whether there are reasonable grounds to believe the company can pay its debts as they fall due. It isn't needed if the company lodged a financial report in the previous 12 months (s347A).

Super guarantee

The minimum superannuation an employer must contribute for eligible employees. Unpaid super guarantee can lead to a superannuation guarantee charge and director penalties.

TFN (Tax File Number)

The company's identifier for income tax, issued by the ATO. It's needed to lodge company tax returns, and it's private, unlike the ABN.

Ultimate holding company

The top company in a corporate group. An Australian subsidiary must tell ASIC who its ultimate holding company is, including if it's an overseas company, and must notify ASIC of any change.

Winding up

The process of ending a company's affairs, selling its assets and paying its creditors, run by a liquidator. A solvent company can be wound up by members' voluntary liquidation. An insolvent company's winding up is controlled by its creditors or the court. Deregistration follows.

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.