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Expanding into Australia – Company Obligations

Introduction: Businesses and companies operating in Australia need to meet a range of obligations. Most businesses expanding into Australia do so in the form of a company, the majority of whose obligations are set out under the Corporations Act (2001) – which is an Australian wide piece of legislation. However, this is not to say that the individual State(s) within that you are operating in will not impose additional obligations.  Consequently, we recommend receiving advice on the full range of your obligations both before your expansion into Australia and once this expansion has been achieved.

There are two basic ways of expanding an existing company into Australia.

  1. Expanding your current company, as it presently exists, into Australia.
  2. Setting up a new subsidiary company in Australia, with its owner being the primary company.

Most companies will decide to use the second of these methods, thereby taking advantage of the limitation of liability associated with creating a separate company entity, as well as the company tax rate, and the flexible methods of control and ownership which one can establish through the company entity. For your convenience, we elucidate some of the most common obligations with establishing and maintaining a company within Australia.

Administration and Regulation of Company obligations within Australia: Companies report to different Commonwealth and State departments for different purposes. However, the primary department that companies report to for the purposes of general disclosure and compliance associated with existing in the form of a company entity is the Australian Securities and Investment Commission (ASIC).

ASIC is also capable of imposing penalties on companies that fail to meet their obligations, and commencing litigation.

Reporting obligations: The most basic and universal ongoing reporting disclosures which ASIC requires of a company include that: – Your company must be registered with ASIC. – Your company must make an annual, and a financial, statement to ASIC. o The annual statement will require a statement as to your company’s: (i) registered office, (ii) principle place of business, (iii) ultimate holding company, (iv) office holders, (v) company share structure, (vi) membership. – You must notify ASIC if and when you alter any of the above.

General Requirements for setting up a company in Australia: A company in Australia must have the following things: – A company name, registered with ASIC and the relevant state government office. – An Australian Business Number (ABN). – A director living within Australia. – A principle place of business. – A registered company office. Additionally, the company registers of shares, options, and charges over company assets must be kept at the registered company office.

What Australian Accountants can do for you: As an ASIC Agent, we have assisted many companies with their initial setup and registration obligations, as well as their ongoing reporting obligations to ASIC. We can also act as your companies registered office, and store the documents associated with such, as well as providing the required independent director living within Australia.

However we are accountants, and not lawyers. Therefore we cannot provide any legal advice on or about your commitments, how they could be reduced, or what business type, or company structure and constitution is most appropriate in your circumstances. None the less, we do have non-exclusive but close relationships with members of the legal community, and can assist you in finding specialists who could meet your specific needs.   Additional Information: A good set of generally up to date summaries of the initial and ongoing obligations of a company are set out on the ASIC website: www.asic.gov.au although this fails to elucidate the obligations associated within the particular state that you decide to set up in.

PLEASE NOTE: The following information has not been produced by a lawyer and is only for the purposes of guidance, it is not legal advice. I, the author, do not take responsibility for the document or any loss or liability, either direct or indirect, – including that of or relating to negligence, and gross negligence – accrued on the basis of this document, or related, referred to, or attached documents, suffered by any party.

Contact our professional team for a confidential discussion about expanding your business into Australia on 02 9415 1118.