Setting up an Australian subsidiary: the sequence for a foreign parent company

A foreign parent sets up an Australian subsidiary by registering a proprietary company (Pty Ltd) with ASIC, with the parent as shareholder and at least one director who ordinarily resides in Australia. Before lodging, the parent's board should approve the investment and nominate the directors. Every director needs a Director ID and a signed consent, and you need to decide the constitution, the share terms and the registered office. Get the order right and registration itself is the fastest step.

This guide is for a corporate parent. If you are an individual founder overseas, read how to register a company in Australia as a foreigner instead. If you haven't yet chosen between a subsidiary and a branch, see subsidiary vs branch.

The sequence at a glance

The setup timeline tool turns this into dated steps for your situation.

Step 1: confirm structure and foreign investment position

Incorporating a new subsidiary is generally not an acquisition, and most privately owned parents don't need foreign investment approval to start a new business. There are exceptions. The 2026 thresholds table on foreigninvestment.gov.au lists "starting an Australian business" among the actions that apply to foreign government investors without a monetary threshold, and "starting a national security business" applies to all investors. If any government holds an interest in your group, or the subsidiary will work in defence, telecommunications, data or critical infrastructure, ask your FIRB adviser before going further. Our FIRB basics guide covers the general position. We don't give FIRB advice.

Step 2: the parent's board resolution

ASIC won't ask to see it, but your bank, auditor and future due diligence will. A clean resolution usually:

• approves incorporating the subsidiary and subscribing for its shares, stating the number, class and price;
• nominates the initial directors, including the Australian-resident director;
• authorises a named officer to sign the member's consent and the registration application for the parent;
• approves the constitution, if you are adopting one;
• approves any initial funding, such as share capital, an intercompany loan or a letter of support.

If the parent's own constitution or home law requires a notarised extract of the resolution, order it at this stage, because Australian banks often ask for the same document.

Step 3: choose the board and start Director IDs early

Section 201A(1) of the Corporations Act requires a proprietary company to have at least one director, and that director must ordinarily reside in Australia. Only individuals aged 18 or over can be directors (s201B). A typical board for a foreign-owned subsidiary is one Australian-resident director plus one or two executives from the parent.

ASIC's officeholder page states that directors must apply for a Director ID before they are appointed. A director with no Australian identity documents uses the paper application for people living outside Australia (NAT 75433), with identity documents certified at an Australian embassy or consulate, or by a notary with an apostille (ABRS). This is usually the longest lead-time item, so start it the week the board resolution passes. The detailed process is in our Director ID guide.

Board composition affects signing. Under s127, a company can execute a document by two directors, by a director and a secretary, or by a sole director who is also the only secretary or where there is no secretary. If the only director in Australia is your resident director, every two-signature document needs an overseas director as well. Electronic signing is permitted, but plan for time zones.

Step 4: consents

Before registration you need:

• a signed consent to act from each director and any secretary (s201D requires the company to obtain and keep it before appointment);
• a member's consent from the parent, confirming the number and class of shares and the amount to be paid. ASIC publishes templates for both on its register a company page.

For each officeholder, ASIC needs the full name including former names, home address, and date and place of birth (s117(2)(d)–(f)). Mismatches between a passport and the application are a common reason for rework.

Step 5: constitution and share terms

A Pty Ltd can use the replaceable rules, a constitution, or a mix. Most foreign groups adopt a constitution so they can control share transfers, director appointments and quorum. One clause is specific to subsidiaries: under s187, a director of a wholly owned subsidiary is taken to act in good faith in the subsidiary's best interests when acting in the holding company's interests, but only if the constitution expressly authorises it and the subsidiary is not insolvent, and does not become insolvent because of the act. Without that clause, your directors owe their duties to the Australian company alone. The solvency condition is a limit you can't draft around. For more, see our guides to constitutions and parent control.

The application also asks, for each member, whether the shares will be beneficially owned by that member on registration (s117(2)(k)(iv)), and whether the company will have an ultimate holding company. If it will, you give that company's name and, for a parent not registered in Australia, its place of incorporation (s117(2)(ma)–(mb)). Later changes to the ultimate holding company must be notified within 28 days (s349A–349B). Map the whole chain to the top entity before you lodge, not just the immediate parent.

Step 6: registered office and principal place of business

The registered office must be a physical street address in Australia, not a PO box. If the company doesn't occupy it, for example because it uses an accountant's or provider's office, you must have the occupier's written consent and state that it has been given. ASIC posts the corporate key, which you need for the company officeholder portal, to the registered office after registration. If that address belongs to a provider, confirm they will pass the key on promptly. See registered office rules.

Step 7: lodge the application

Registration is lodged through the Business Registration Service. You can't use it if you need to suppress an officeholder's residential address, and some other cases need ASIC's paper process. The 2026–27 ASIC fee for a proprietary company with share capital is A$636 (ASIC fees). ASIC issues the ACN and a certificate of registration, and the company exists from the beginning of the day it is registered (s119).

Don't sign customer contracts or leases in the company's name before that day. Under s131 the company becomes bound by a pre-registration contract only if it ratifies the contract, and the person who signed can be liable in damages if it doesn't.

Step 8: the first 90 days after registration

• Tax registrations: ABN, TFN, and GST if required. See ABN and TFN and GST registration.
• Bank account: expect KYC on every director and on the parent's owners. See business banking.
• Financial reporting position: a small proprietary company controlled by a foreign company, and not part of a large group, can avoid preparing and lodging financial reports if its directors resolve to rely on Part 8 of ASIC Corporations (Annual and Half-year Reporting) Instrument 2026/468 and lodge Form 384. Form 384 can be lodged from 3 months before the start of the first financial year the relief applies to, up to 4 months after that year ends, and there is no fee (ASIC Form 384). See financial reporting.
• First hires: payroll, super and workplace obligations start with the first employee. See hiring in Australia.
• Annual calendar: diarise the first review date, which falls on the registration anniversary, and the solvency resolution that comes with it.

Where we fit

AG Resident Directorship provides the Australian-resident director, and can handle the incorporation for A$490 plus the ASIC fee, with the director's consent and Director ID arranged before lodgement so the company is compliant from day one. Once identity checks are complete, our director is appointed and lodged within 5 business days. We don't give tax, legal or FIRB advice on how to structure the group. That stays with your advisers. To scope your subsidiary, start at /start.

This guide is general information current at 27 October 2026. It isn't legal, tax or financial advice, so check your own position with an adviser.

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.