Local agent for a foreign company in Australia: appointment, duties and liability

A foreign company that registers in Australia as a branch, and receives an ARBN, must have at least one local agent at all times. The agent is a person or company resident in Australia who accepts legal documents for the company and is answerable for everything the Corporations Act requires the company to do. A court can also make the agent personally liable for a penalty imposed on the company. So the role is a statutory compliance office, not a mailbox.

This guide covers the local agent's role once the branch route is chosen. If you are still deciding between a branch and an Australian subsidiary, start with subsidiary vs branch in Australia.

Where the requirement comes from

The rules sit in Part 5B.2 of the Corporations Act 2001:

• s601CD: a foreign company must not carry on business in Australia unless it is registered (or its application is pending).
• s601CF(2): ASIC must not register a foreign company unless it has at least one local agent.
• s601CF(3): if the company loses its only agent and still carries on business or has a place of business here, it must appoint a new one within 21 days.
• s601CG: sets out how an agent is appointed and who qualifies.
• s601CH: sets out how an appointment ends.
• s601CJ: sets out what the agent is liable for.

"Carrying on business" is wider than many overseas boards expect. Under s21, having a place of business in Australia is enough. Some activities don't count on their own, such as holding board meetings here, keeping a bank account, or selling through an independent contractor. The line is fact-specific, so ask your lawyer if you are close to it.

Who can be a local agent

Section 601CG sets three conditions. The agent must be:

1. a natural person or a company;
2. resident in Australia; and
3. authorised to accept service of process and notices on the foreign company's behalf.

There is no citizenship requirement, and the Act doesn't require any professional qualification. In practice, foreign companies use an Australian law firm, an accounting firm, a corporate services provider, or a senior local employee. Choosing an employee is the riskiest option: when that person resigns from the job, the agent role often goes unnoticed until ASIC correspondence starts going unanswered.

You can appoint more than one agent. ASIC's obligations page for foreign companies confirms this, and a second agent is a sensible safeguard for a branch with real operations.

How the appointment is made

At registration

The local agent is appointed in the Form 402 application pack. ASIC's registration page requires:

• Form 418, memorandum of appointment of local agent, or a power of attorney in the agent's favour. It must state the agent's name and address and the date of appointment, and be executed by or for the foreign company.
• Form 403, a verified copy of the authority, if someone signs Form 418 on the company's behalf (for example under a board delegation). Section 601CG(2) is the source of this rule.
• A written statement made by the agent in the prescribed form (s601CG(4)).

Form 402 itself can be signed by a director or secretary of the foreign company, or by the proposed local agent. That last option is useful when the overseas board is slow to sign: the agent can lodge once it holds the executed Form 418.

Replacing or adding an agent later

Use Form 404 to notify a change of agent, and Form 409 to notify changes to the agent's name or address. Section 601CV gives 1 month after the change to lodge. The 21-day clock in s601CF(3) runs separately: if the old agent has already ceased, the replacement must be appointed within 21 days, and the notice follows within the month.

What the local agent is answerable for

Section 601CJ says the agent:

• "is answerable for the doing of all acts, matters and things" the foreign company must do under the Act; and
• is personally liable to a penalty imposed on the company for a contravention, if the court or tribunal is satisfied the agent should be.

The obligations the agent is answerable for are the branch's ongoing ASIC duties:

The ASIC fee to lodge Form 405 or Form 406 is A$1,583 for 2026–27, against A$636 to register the foreign company on Form 402 (ASIC fees). Late lodgement adds A$102 within one month and A$428 after that.

The 7-day trap

An Australian Pty Ltd has 28 days to notify a change of registered office (s142). A registered foreign company has 7 days (s601CT(3)). Groups that run both a branch and a subsidiary often apply the 28-day habit to the branch and lodge late. If your branch is moving offices, get Form 489 ready before the move date.

Financial statements are the main recurring risk

Section 601CK requires the branch to lodge the foreign company's own balance sheet, profit and loss statement and cash flow statement, in the form its home law requires, with a verification statement. If home law doesn't require a balance sheet or cash flow statement, the company must prepare them as if it were an Australian public company. ASIC can also demand audited versions where the documents don't sufficiently show the company's financial position.

For the agent, this means relying on the overseas finance team to produce documents on time each calendar year. A good agent sets the internal deadline months ahead and asks for drafts early.

How a local agent's appointment ends

Under s601CH, either the foreign company or the agent may lodge a notice that the appointment has ended or will end on a specified day. The agent ceases at the end of 21 days from lodgement or on the specified day, whichever is later. An agent therefore can't walk away overnight. The company gets at least three weeks' warning, and then s601CF(3) gives it 21 days to appoint a replacement.

Appointment also ends if the agent dies or, for a company agent, ceases to exist (s601CG(5)). Plan for that: if your agent is a sole practitioner, ask what happens if they become unavailable.

Closing the branch

When the foreign company stops carrying on business in Australia, it must lodge Form 407 within 7 days (s601CL(1)). If ASIC believes a registered foreign company isn't carrying on business here, s601CL(3)–(5) let it write to the company and, after one month without a satisfactory answer, give gazetted notice that the name will be struck off at the end of 3 months. A local agent who has lost contact with head office can find the branch on that path, so keep the agent informed.

Director IDs for the foreign company's board

Directors of a foreign company registered under the Corporations Act need a Director ID. ABRS gives the example of a UK-resident director of a registered foreign company who must use the Application for a director identification number – for people living outside Australia (NAT 75433), with identity documents certified at an Australian embassy, high commission or consulate, or by a notary using an apostille (ABRS scenarios). ASIC's registration page says directors must have, or have applied for, a Director ID before the foreign company registers. The steps are in our Director ID guide for foreign directors.

Choosing between an agent and a resident director

A local agent does not make the branch an Australian company and doesn't satisfy s201A, because a branch never needed a resident director. If your group later moves the operation into a Pty Ltd, the new company will need an Australian-resident director and its own registered office. If the branch stays registered alongside the new company, it still needs its local agent.

AG Resident Directorship is built around resident directors for Pty Ltd companies. If you have a branch, or are weighing one, tell us your structure through /start and we will scope branch work separately rather than sell you a director you don't need. We don't give legal or tax advice on which structure suits your group. That belongs with your lawyer and tax adviser. The eligibility checker is a quick first filter.

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

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.