Australian company registration Business services

Business scope, choice of entity and the legal effect of registration

Trade, consultancy, software development, manufacturing, general e-commerce and holding proprietary investments can generally be carried on through a company. A Pty Ltd is suitable for closely held ownership and foreign subsidiaries; a public company limited by shares suits a broader shareholder base and fundraising in accordance with the law; a company limited by guarantee suits membership or charitable purposes; a no liability company is only applicable for mining purposes. A company and its shareholders are separate legal persons. Limited shareholder liability does not remove liability for matters such as directors’ breaches of law, guarantees or tax penalties. See https://www.asic.gov.au/for-business-and-companies/companies/company-building-blocks/company-types for ASIC’s explanation of company types.

A trust is a legal relationship in which a trustee manages assets; an ordinary partnership is jointly operated by its partners; and a sole trader bears personal responsibility for the business. These structures do not become ASIC companies merely by applying for ABN. Australian registration of a foreign company is registration in Australia of the same foreign legal entity, not the establishment of a separate Australian subsidiary; conversion of an eligible existing entity into an Australian company follows a different procedure.

An Australian company structure can support the execution of contracts, hiring staff, equity fundraising and business continuity, but does not guarantee a stock-market listing, bank account opening, visa, government grant or tax concession. Businesses operating in financial services, consumer credit, remittance, designated virtual-asset services, deposits, insurance or other regulated sectors must separately check applicable licences, registration, exemptions and scope of business.

• Choose an entity based on operating risks, number of investors, profit distribution, disclosures by the overseas parent and exit requirements—not merely by comparing incorporation costs.
• A public company is not the same as a listed company; raising funds from the public still requires compliance with Corporations Act disclosure requirements or an applicable exemption.
• A Pty Ltd generally has a maximum of 50 non-employee shareholders; statutory exceptions, such as for crowd-sourced funding shareholders, must be verified individually.
• Standard company registration does not require a designated anti-money laundering officer or AFSL responsible manager. These roles should be assigned under the relevant framework only if designated services are provided or a licensed business is conducted.

Shareholders, resident directors, company secretaries and actual governance

An Australian company must have at least one member. Members of a company limited by shares may be individuals or bodies corporate, and there is generally no uniform requirement for shareholders to be Australian nationals or residents; a company may generally be wholly foreign-owned, but foreign investment and industry restrictions apply separately. Directors and secretaries must be natural persons aged 18 or over. A Pty company must have at least one director, at least one of whom ordinarily resides in Australia; a public company must have at least three directors, at least two of whom ordinarily reside in Australia. A public company must have at least one secretary, at least one of whom ordinarily resides in Australia; a Pty company need not appoint a secretary, but if it does, at least one must ordinarily reside in Australia. For official guidance, see https://www.asic.gov.au/for-business-and-companies/companies/company-building-blocks/company-officeholders-directors-and-secretaries .

Ordinarily resident in Australia does not mean holding an Australian passport, holding a permanent resident visa or having an Australian correspondence address. Verify this by reference to the person's actual living circumstances. Foreign directors may serve on the board; an overseas company may hold shares, but a body corporate cannot take the place of a natural-person director. Check eligibility for office against bankruptcy, disqualification, court and ASIC restrictions, and obtain written consent to the appointment.

A resident director is not a compliance formality to be provided in name only. Whether appointed, nominated or serving in another capacity, a director should be able to understand the business, obtain financial information and discharge duties including acting with care and diligence, acting in good faith and preventing insolvent trading. An indemnity agreement does not remove non-transferable statutory duties. Outsourcing accounting and secretarial work also does not relieve directors of their responsibilities.

• Keep consents to act from directors and secretaries, members' consents to take shares or give guarantees, and board and shareholder resolutions.
• Register full name, former names, date and place of birth, residential address and contact details; protected addresses must be handled under the ASIC process.
• The board should establish mechanisms for overseeing conflicts of interest, payment approvals, banking authorities, related-party transactions and solvency.
• Auditor appointment and departure from office, and shareholder meeting procedures for public companies, must not mechanically follow the arrangements for Pty companies.

Director ID's personal application and identity verification from overseas

Director ID is a 15-digit personal identity number for directors, not an ACN, ABN or tax file number. Directors of Australian companies and registered foreign companies, including alternate directors to whom the regime applies, must apply before appointment as required by ABRS. The number belongs to the individual, not the company; no new application is required when leaving one company or joining another. You must not apply for another person, apply for multiple numbers or misrepresent your identity.

The application must be completed by the applicant personally. Online applications require a Digital ID with the required identity strength, such as myID; the former name myGovID should not be used as the current product name, nor confused with a personal myGov account. Overseas applicants who cannot complete online identity verification may submit paper form NAT 75433 with certified copies of original documents as required. ABRS expressly says not to post original identity documents. See the official process at https://www.abrs.gov.au/director-identification-number/apply-director-identification-number .

Advisers can help organise certification, English translations, postage and consistency of information, but cannot log in, make identity declarations or promise that an overseas paper application will receive an immediate number on the person’s behalf. A pure shareholder, a secretary without director status or an individual trustee does not automatically need Director ID solely by virtue of that status; directors of corporate trustees must comply.

• Before applying, check that the spelling of names, birth details, ATO residential address and the identity documents used are consistent.
• Overseas certifier eligibility, certification wording and translation rules are governed by the ABRS identity verification guidelines; do not state that NAATI translation is required in every situation.
• Keep directors' numbers and appointment records securely within the company, avoiding disclosure of personal identity and residential information on public webpages.
• When acquiring a company, arrangements for personal applications must also be completed in advance if directors are being replaced; they cannot be left until after completion.

Name, registered office, shares and net tangible assets

The company name must be available and use the correct suffix: Pty Ltd for a proprietary company limited by shares, usually Ltd for a public company, Pty for an unlimited proprietary company, and NL for a no-liability company. ACN may be used as part of the name. Registering a name does not create exclusive trade mark rights; business names, domain names and trade marks should be checked separately. The registered office must be a physical address in Australia, not merely a post office box. If the company does not occupy the address, it must obtain and retain the occupier’s consent. The principal place of business and postal address serve different purposes; a registered office cannot be used to fabricate an actual place of business.

A public company’s registered office must be open to the public under section 145 of the Corporations Act, normally from 10 to 12 and 14 to 16 on business days, or during another period of at least three hours between 9 and 17, selected and notified in accordance with the law. A registered foreign company’s office is subject to separate requirements for a representative to be present and for opening hours. Regulated industries and banks may require more substantial evidence of local operations.

Section 254C of the Corporations Act provides that shares have no par value, so the issue price should be stated rather than a par value of AUD 1 per share. General incorporation does not have a uniform minimum capital, capital verification report or net tangible assets requirement. However, the amounts paid and unpaid under the share issue contract must be recorded accurately; funds not received must not be falsely reported as paid. The current text of the Corporations Act is available at https://www.legislation.gov.au/C2004A00818/2026-09-19/2026-09-19/text/original/epub/OEBPS/document_1/document_1.html .

• Prepare alternative names, supporting material for approval of restricted words, consent to use the registered office address and the principal place of business.
• Specify the share classes, number of shares, issue price, voting and dividend rights, paid and unpaid share capital, and whether shares are held beneficially.
• List funding amounts, minimum bank deposits, share capital, shareholder loans and net tangible assets separately.
• Capital requirements for AFSL, ACL or APRA should be budgeted separately according to the specific authorised business; registering one share does not mean that licence capital requirements are met.

Registration documents: distinguish statutory filings from service-provider KYC

An ordinary company application requires determining the company type, name, state or territory of registration, personnel details, addresses, and share or guarantee arrangements. Where permitted by law, a company may adopt replaceable rules, a constitution, or both; constitution filing requirements for guarantee, no-liability, public and special structures should be checked according to the company type. A Pty company with one natural person as both sole director and sole shareholder is also subject to an exception concerning the application of replaceable rules and should adopt appropriate governance documents. The ASIC registration process is set out at https://www.asic.gov.au/for-business-and-companies/companies/register-a-company .

Passports, recent proof of address, a complete ownership structure chart, parent-company documents, source of funds and a business plan are commonly used for due diligence by registration service providers and banks, but cannot all be described as attachments that ASIC must collect for every ordinary Pty application. Beneficial ownership determinations are not limited to shareholders holding 25%; control and nominee arrangements must also be considered. Requirements for certifying and translating overseas documents should be addressed separately in accordance with the requirements of ASIC, ABRS, banks and service providers.

• Personal information pack: valid identity document, proof of residential address, birth details, contact details and Director ID arrangements for the proposed director.
• Legal entity shareholder information pack: certificate of registration, current constitution, director and member details, resolution to establish the Australian entity, and evidence of authorised signatories.
• Transaction information pack: trace the ownership and control structure, explain actual operations, identify customer and supplier locations, provide contract or revenue evidence, and document sources of funds and wealth.
• Governance pack: constitution or applicable rules, consents to subscribe and act, address consent, initial board resolutions and register of members.

Application steps, 2026 fees and processing times

Ordinary new companies use the Form 201 process, applying through the government Business Registration Service or registration agent software connected to ASIC; ASIC Connect is not the single entry point for all company formation procedures, and ABRS has not taken over all ASIC company registrations under the current system. Registration through ASIC provides a 9-digit ACN and a certificate of registration; ABN, TFN, GST and a bank account are not automatically obtained with ACN.

As at the verification date, the official ASIC Form 201 lists a registration fee of AUD 636 for a share-capital public company or Pty company, and AUD 524 for a company limited by guarantee; the annual review fee is AUD 342 for a standard Pty company and AUD 1,591 for a standard public company. The annual fee is AUD 70 for a qualifying special-purpose Pty company and AUD 65 for a special-purpose public company; not every trustee of a trust or not-for-profit company qualifies. Registration of a foreign company using Form 402 costs AUD 636; the fee for Form 405 or 406 is AUD 1,583; voluntary deregistration using Form 6010 costs AUD 52. Sources: https://www.asic.gov.au/regulatory-resources/forms/forms-folder/201-application-for-registration-as-an-australian-company and https://download.asic.gov.au/asic-nga/data/fees-data-current.json .

ASIC's service charter sets targets of 1 and 2 working days respectively for complete ordinary company applications submitted online and on paper, with a target achievement rate of 90%. This timeframe excludes prior structural design, certification, Director ID, bank due diligence, foreign investment review or complex name processing. Commercial schedules must specify scope and assumptions separately and must not promise that all establishment, account opening and tax registration will be completed in a fixed one or two days. Official service charter: https://www.asic.gov.au/about-asic/what-we-do/how-we-operate/performance-and-review/asic-service-charter .

• Step one: Select the entity type, assess industry licensing, foreign investment and tax residency risks, and complete a name search.
• Step two: Put resident directors and a company secretary where applicable, Director ID arrangements, the address, shares and governance documents in place.
• Step three: Submit the correct application and pay the current prescribed fee, respond to requests for further information, and check the ACN certificate and registration extract.
• Step four: Establish internal registers, apply for the required ABN, TFN and tax accounts, then complete bank KYC procedures.
• Quote government charges and professional service fees, resident director remuneration, address, translation, tax agent and audit costs separately; do not mix rates from previous or future years.

Foreign investment screening, transaction screening and cross-border structures

The incorporation of an ordinary Australian company and approval for a foreign investment transaction are separate issues. Screening should take account of the investor’s identity, the place of incorporation of the direct acquisition vehicle, associates, the percentage interest, asset class, national security factors and transaction value. It is not appropriate to state a single zero-dollar threshold for all agricultural land, media, sensitive businesses and national security businesses, or to treat the general 20% interest test as the triggering percentage in every case.

Official 2026 threshold documents show that the enterprise-value threshold is more than A$347 million when a general private investor other than a specified FTA investor acquires a substantial interest in an entity; for an eligible, specified FTA investor, the threshold for a non-sensitive entity is more than A$1.498 billion, while the A$347 million threshold applies to sensitive entities. Eligibility is linked to the direct acquirer; an acquisition through another jurisdiction SPV does not automatically inherit the ultimate investor’s preferential threshold. Agricultural land generally involves an aggregate threshold of more than A$15 million, subject to country-specific exceptions. National security and foreign government investors require separate screening. See https://foreigninvestment.gov.au/sites/foreigninvestment.gov.au/files/2025-12/monetary-threshold-2026.pdf for the full categories and exceptions.

For a transaction requiring approval, make the approval and its conditions a condition precedent to completion; an existing approval does not necessarily cover a new purchaser, business or additional assets. Chinese- and Hong Kong-funded structures should also check the investor’s jurisdiction’s outbound investment and foreign exchange procedures, related-party transaction pricing, substantive operations and beneficial ownership. Do not promote Hong Kong SPV as necessarily reducing all taxes or review requirements.

• Provide the investor ownership structure, information on government holdings or influence, transaction agreements, target assets and business, valuation and national security analysis.
• Separately verify the rules for national security businesses, land, agricultural businesses, mining rights, media and foreign government investors.
• Official thresholds are generally indexed each January; 2026 figures are not a commitment for 2027.
• Analyse separately by the buyer’s nationality, tax residence and direct acquisition entity; do not treat a free trade agreement as an income tax treaty.

Bank account opening, beneficial owners and source-of-funds due diligence

A company registered in Australia may apply for a business account, but registration with ASIC does not guarantee that a bank will open an account. Banks assess the company's authenticity, ownership and control, nature of business, Australian connections, source of funds, expected transactions and sanctions risks under their own customer risk and product policies. Banks have different requirements for remote verification, in-person meetings, non-resident directors, document currency, certification and minimum deposits. A requirement imposed by one bank must not be presented as Australian law.

Account-opening information usually includes a certificate of incorporation and a current ASIC extract, constitution or applicable rules, ABN and required tax information, board authorisation to open an account, signatories’ proof of identity, corporate shareholder information, ownership structure, the identities of individual beneficial owners and evidence of the business. Direct or indirect ownership of 25% or more is an important test for identifying beneficial owners, but a person with effective control may also need to be identified even if their ownership is below 25%. AUSTRAC initial due diligence guidance: https://www.austrac.gov.au/industry-and-business/obligations-and-guidance/your-amlctf-program/customer-due-diligence/initial-customer-due-diligence/overview-initial-customer-due-diligence .

An ordinary company that is a bank customer does not automatically become an AUSTRAC reporting entity solely by holding a bank account. If the company itself provides designated services, it must separately meet obligations relating to enrolment, an anti-money laundering programme, responsible persons, due diligence and reporting. There is no uniform official target for bank account opening times, and this guide does not guarantee a wholly remote process or approval within a specified number of working days.

• Before opening an account, confirm the actual account holder, whether the bank accepts that entity and non-resident structure, currency, and payment and collection functions.
• Prepare customer and supplier contracts, invoices, website, business plan, and projected transaction frequency, currencies, countries and amounts.
• Explain separately shareholder capital contributions, shareholder loans, business revenue and other sources, and provide evidence of the underlying source-of-funds transactions.
• After completion, update signatories and online banking permissions at the same time, revoke the former directors’ access, and review authorisation limits and dual-person approval.

Payment accounts, deposit protection and cross-border remittances

CBA, NAB, ANZ, Westpac, Macquarie and other banks, as well as different payment services, may be compared according to business needs. Brand recognition does not establish that an account will necessarily be opened, that balances are protected or that all currencies can be provided. For services with an Australian BSB and account number, the legal account provider, custody of funds and applicable terms also need to be verified. The APRA list of authorised deposit-taking institutions and FCS guidance state that eligible protected accounts are covered up to AUD 250,000 in total per account holder per ADI; multiple brands under the same ADI cannot be counted as separate limits. See https://www.apra.gov.au/financial-claims-scheme/banks-building-societies-and-credit-unions/list-authorised-deposit-taking .

Remittance of general trade and investment funds remains subject to bank checks, sanctions, tax withholding and relevant investment rules; do not promote it as being entirely unrestricted. Cross-border telegraphic transfer IFTI reporting is not limited to transfers of at least A$10,000; A$10,000 is primarily the threshold concept for cash transaction reports. Reporting is generally the responsibility of the bank or payment institution providing the relevant designated service, while ordinary customers must still provide accurate information. A customer that is itself a reporting entity has separate obligations. AUSTRAC remittance reporting explanation: https://www.austrac.gov.au/industry-and-business/obligations-and-guidance/your-amlctf-program/reporting-us/international-funds-transfer-reports .

• Compare foreign exchange spreads, remittance fees, recipient regions, refund and chargeback handling, payment approvals and accounting interfaces.
• Check whether the product is a deposit protected by FCS; do not judge solely by fintech or banking brand labels.
• For cross-border payments, retain records of contracts, invoices, payee identity, the nature of the payment and withholding tax treatment.
• International remittances, physical cross-border carriage of cash and threshold cash transactions are governed by different regimes and must not be conflated into a single A$10,000 rule.

ACN, ARBN, ABN, TFN and tax accounts

ACN is the registration number for an Australian company; ARBN is used for registered bodies such as foreign companies; ABN is the business registration number; and TFN is the tax file number. Obtaining ACN does not automatically guarantee eligibility to apply for ABN. ABN must meet the relevant business activity and other applicable conditions, and is not a work visa or industry licence. Companies, trusts and partnerships should use the appropriate TFN for their respective structure; sole traders generally use their personal TFN.

ABN and a company’s TFN can be applied for together through an appropriate online process. ABR’s official guidance states that a company’s TFN application requires ACN or ARBN, the actual place of business, an authorised contact, associated persons and business activity details. The TFN should be received within 28 days of receipt of a complete application. If it is not received, make an enquiry rather than submitting a duplicate application. See https://www.abr.gov.au/business-super-funds-charities/applying-other-registrations/apply-tfn-business .

Accounts for GST, PAYG withholding and FBT are required when triggered by the actual business; all new companies are not automatically required to register for all of them. When a company enters PAYG instalments, these are prepayments of income tax, not tax withheld from employees' wages by an employer. Authorised tax or BAS agents must act within the scope of their lawful services and the ATO authorisation mechanism; CPA or CA membership must not be equated with registration as a tax agent by the Tax Practitioners Board.

• Check the company’s legal name, business commencement date, industry activities, actual address, related persons and authorised contact.
• If the legal entity changes or a sole trader incorporates, do not assume that the original ABN and TFN can be transferred directly to the new legal entity.
• Complete PAYG withholding registration before the first payment on which withholding is required.
• TFN is sensitive information and should not be unnecessarily disclosed on websites, in contract promotions or in public ASIC materials.

GST registration, input tax and BAS reporting

The general GST rate is 10%, but GST-free and input-taxed transactions have different consequences, including different treatment of input tax credits. Businesses generally must register when their current or projected GST turnover reaches AUD 75,000, or AUD 150,000 for non-profit organisations; registration must be completed within 21 days of meeting the conditions. Separate rules apply to taxis, ride-sourced passenger transport and claims for fuel tax credits, among other cases. GST turnover is not profit and does not equal total worldwide income; it must be calculated taking account of exclusions and the current and projected twelve-month tests. ATO guidance: https://www.ato.gov.au/businesses-and-organisations/gst-excise-and-indirect-taxes/gst/registering-for-gst .

The standard quarterly BAS due dates are 28 October, 28 February of the following year, 28 April and 28 July; the second quarter is not due on 28 January. Monthly reporting is required where GST turnover reaches AUD 20 million or ATO directs it; monthly returns are generally due on the 21st of the following month. Eligible entities that register voluntarily and remain below the threshold may choose annual reporting. Actual lodgement and payment dates are subject to the ATO account, adjustments for public holidays and any applicable agent or electronic lodgement extensions. Official calendar: https://www.ato.gov.au/businesses-and-organisations/preparing-lodging-and-paying/business-activity-statements-bas/due-dates-for-lodging-and-paying-your-bas .

BAS may include GST, PAYG withholding and income tax instalments. Even if there are no transactions, a nil return may still need to be lodged. In Australia, there is no general rule of the kind stated in the original guide that all GST businesses must lodge directly using approved software and are prohibited from lodging on the ATO website. Use the online, agent and other applicable channels supported by ATO; the specific digital reporting requirements for payroll STP must be followed separately.

• Before registration, confirm the tax commencement date, cash or non-cash accounting, reporting cycle and whether there are any GST grouping issues.
• Monitor turnover monthly and retain valid tax invoices, input tax credit eligibility, apportionment between private and business use, and export evidence.
• Classify transactions in the accounts as taxable, GST-free, input-taxed, outside Australia or not a supply.
• Imports, overseas digital services, financial supplies and cross-border e-commerce should be analysed according to the actual supply chain; do not promise that they will all be zero-rated.

Company income tax, tax residency, capital gains and dividends

The company income tax rate for a base rate entity is 25%; the general rate for other companies is 30%. To qualify for the 25% rate, aggregated turnover for the relevant income year must be less than A$50 million, and the base rate entity’s passive income must not exceed 80% of its assessable income. Both conditions must be met, assessed for that income year; aggregated turnover must include relevant foreign businesses under the rules for affiliated and connected entities, and cannot be determined solely by reference to the Australian subsidiary’s income. Net capital gains, rent, interest, royalties and certain traceable trust or partnership income may affect the passive income proportion. ATO official explanation: https://www.ato.gov.au/tax-rates-and-codes/company-tax-rate-changes .

A company incorporated in Australia is generally an Australian tax resident under domestic law; overseas management or shareholder locations may also give rise to dual-residency and treaty issues. Australian-source profits, permanent establishments, tax residency and attributable expenses of a foreign company’s branch should also be analysed separately. Company capital gains are generally included in the income tax calculation; the general 50% CGT discount for individuals cannot be applied. Whether tax losses can be carried forward and used after an acquisition must be assessed against the continuity of ownership and business tests.

Franking credits are not cash tax refunds available to all cross-border shareholders. The franked portion paid to non-residents is generally exempt from Australian dividend withholding tax, but non-residents cannot use franking credits on that basis to offset tax on other Australian income or claim a refund. The unfranked portion is generally subject to the 30% domestic withholding rate or treatment under an applicable treaty. Australia and mainland China have an income tax treaty, but the Hong Kong free trade agreement cannot be treated as a comprehensive Australia–Hong Kong income tax treaty; as at the verification date, Treasury’s list of income tax treaties does not include a comprehensive DTA with Hong Kong. Sources: https://www.ato.gov.au/forms-and-instructions/you-and-your-shares-2022/dividends-and-non-resident-companies-and-shareholders and https://treasury.gov.au/tax-treaties/income-tax-treaties .

• Company tax return calculations should distinguish accounting profit from taxable income and include working papers for depreciation, financing, related-party transactions and non-deductible expenses.
• The company tax return and payment due dates are determined by the entity, compliance history, agent lodgement program and ATO notices; no universal commitment is made to 28 February, 15 May or four months after the end of the financial year.
• Shareholder withdrawals should be clearly characterised as salary, dividends, reimbursements or loans. Loans by a private company to a related shareholder must be assessed under Division 7A.
• Assess withholding tax, beneficial ownership and treaty conditions separately for cross-border dividends, interest and royalties; do not state that they are uniformly tax-free.

Employer PAYG, STP, Payday Super, fringe benefits tax and state taxes

PAYG withholding generally covers payments to employees, directors, suppliers who have not quoted an ABN, and contractors who have agreed to voluntary withholding. Registration should be completed before the first payment requiring withholding. Annual withholding of no more than AUD 25,000 generally requires quarterly payment and reporting; AUD 25,001 to AUD 1,000,000 generally requires monthly payment and reporting. Larger entities or those with special circumstances follow the procedures specified by ATO. STP is used to report payroll and superannuation information; it is not equivalent to BAS, nor does it mean that superannuation has already been paid. See https://business.gov.au/registrations/register-for-taxes/register-for-pay-as-you-go-payg-withholding .

As at 5 November 2026, Payday Super has been in effect since 1 July 2026, so quarterly contributions must not continue to be described as the current uniform rule. Employers should calculate the 12% superannuation guarantee on qualifying earnings for each pay run. The contribution must generally be received by the employee’s fund with allocation information within seven business days after payday; exceptions apply for new employees and other cases. The former quarterly system and the old ordinary time earnings base should be applied to the relevant earlier periods, not conflated with the current rules. ATO also states that the Small Business Superannuation Clearing House has closed. See https://www.ato.gov.au/businesses-and-organisations/super-for-employers/about-payday-super .

Non-cash benefits such as cars, low-interest loans, entertainment and accommodation may give rise to FBT. Assess tax exemptions, concessions, salary packaging and record-keeping requirements individually; do not generalise small benefits, electric vehicles or charitable employer arrangements as automatically tax-exempt. State payroll tax, land tax, landholder duty and foreign purchaser surcharge each have their own thresholds, group aggregation, jurisdictional nexus and exemption conditions; a share transfer is not necessarily free of state tax.

• Onboarding materials include an TFN declaration, work and visa eligibility, fund selection, applicable remuneration standards, contracts and assessment of contractor status.
• Reconcile payroll with STP, PAYG, superannuation receipts and returned payment records for each pay period; retaining only screenshots of submissions to the clearing platform is not sufficient.
• The directors should oversee PAYG, GST and the risk of unpaid superannuation. Personal liability under provisions such as DPN cannot be ruled out merely by outsourcing accounting.
• Businesses employing staff across states and corporate groups should separately confirm state payroll tax grouping and registration. Acquisitions also require due diligence on historical unpaid liabilities and employee entitlements.

ASIC annual review, fees and solvency resolutions

ASIC usually issues an annual statement and invoice after the company’s anniversary review date. The company must check its registered details, pay the annual review fee and, where applicable, pass a solvency resolution. The payment due date is usually two months after the review date, but the invoice prevails. Changes to registered details must be updated immediately within the statutory timeframe; they cannot wait until the anniversary. Any details in the annual statement that have not yet been corrected are also subject to a requirement to rectify them within 28 days after the review date. See https://www.asic.gov.au/for-business-and-companies/companies/company-annual-review .

Except where an applicable exception applies, such as having submitted financial reports to ASIC in the previous twelve months, directors must pass a solvency resolution within two months after the review date, based on reliable financial evidence. A positive resolution is kept internally by the company and need not be lodged with ASIC. A negative resolution must be notified within seven days; if no resolution is passed within two months, this must also be notified within the following seven days, using Form 485. Form 484 is a notice of change, and Form 492 corrects information already lodged; they are not two forms that every company must lodge together for its annual review.

A dormant company is not exempt from annual review on that account. Charitable companies registered with ACNC have annual review and annual fee exemptions and different reporting arrangements; annual fees that fell due before charitable registration must still be paid. Special purpose company concessions are subject to the definition; not all guarantee companies or corporate trustees fall within the concession category.

• Annual review checklist: registration extract, director and member details, address, parent company, share capital, bills, cash flow and debt maturity analysis.
• If the annual statement has still not been received 15 business days after the review date, contact ASIC.
• Retain positive or negative decisions, payment receipts, Form 485 and any acknowledgements of information corrections.
• Distinguish the fees for overdue payments, late change notifications and late corrections to annual statements. Amounts are subject to the current ASIC fee schedule and invoice; do not apply the old AUD 99/413 figures.

Financial reporting, audit, AGM and sustainability reporting

Whether a Pty company is large is determined for the relevant financial year. The current test is that at least two of the following three criteria are met: consolidated revenue of at least AUD 50 million, consolidated gross assets of at least AUD 25 million at the end of the financial year, and at least 100 employees at the end of the financial year. The original guide’s claim that the criteria must be met for two consecutive financial years to be classified as large is incorrect. ASIC explicitly states that the proposal to increase the revenue and asset thresholds to AUD 100 million and AUD 50 million has not yet taken effect; the current thresholds must still be used. See https://www.asic.gov.au/regulatory-resources/financial-reporting-and-audit/preparers-of-financial-reports/are-you-a-large-or-small-proprietary-company .

Large Pty companies are generally required to prepare, have audited and lodge financial reports and directors’ reports; small companies may also be required to do so because of foreign control, equity crowdfunding or directions from ASIC or members. Small companies under foreign control are not universally excluded from exemptions, nor are they universally exempt from audit; check the conditions in relief instruments such as 2017/204, group size and whether directors’ resolutions were passed in time. Public companies are generally subject to reporting and audit requirements; companies limited by guarantee have tiered exceptions, while ACNC charitable companies have different arrangements. Annual reports for disclosing entities, registered schemes and similar entities are generally due within three months after the end of the financial year; other companies required to lodge reports generally have four months. Foreign companies are subject to their own separate regime. See https://www.asic.gov.au/regulatory-resources/financial-reporting-and-audit/preparers-of-financial-reports/lodgement-of-financial-reports .

A Pty company generally has no statutory annual AGM requirement, but must still comply with its constitution, shareholder resolutions and statutory procedures. An ordinary public company usually holds its first AGM within 18 months after registration, and thereafter at least once in each calendar year and within five months after the end of its financial year; this is not the six months applicable under the UK PLC. Charities and public companies migrated under Part 5B.1 are subject to special rules. Sustainability reporting is being phased in; applicability should be tested by reference to the financial year start date, thresholds and entity category, rather than treating future group dates as meaning every company must report now.

• Reporting working papers typically include assets and liabilities, profit or loss and other comprehensive income, cash flows, changes in equity, notes, directors’ statements and reports, and the audit opinion.
• Guarantee companies not using the ACNC pathway: the small-company definition generally requires revenue below AUD 250,000 and that the company is not DGR at any time during the year. Other companies with revenue below AUD 1 million may qualify for the review pathway; those with revenue of AUD 1 million or more generally require an audit.
• Confirm the conditions and time limits in writing before relying on a review or audit exemption; do not assume that an application made retrospectively after expiry will necessarily succeed.
• Financial statements, tax returns, ASIC annual review and AGM are separate obligations; one cannot replace all the others.

Accounting records, record-keeping and annual tax work

All companies should keep accounting records sufficient to correctly record and explain transactions, financial position and performance; even if they are not required to publish financial statements to ASIC, they cannot simply fail to keep accounts. Tax records are generally retained for five years, with the start date depending on later events such as preparation, receipt or completion of a transaction, and on specific rules; company financial records are generally retained for seven years. Records relating to long-term assets, losses, disputes, reviews and employees may need to be retained for longer. ATO expressly requires records to be available for inspection, capable of reconstructing the original data, and in English or readily convertible into English. See https://www.ato.gov.au/businesses-and-organisations/preparing-lodging-and-paying/record-keeping-for-business/overview-of-record-keeping-rules-for-business .

Day-to-day work should cover sales and purchases, bank and payment platform reconciliations, expense allocations, inventory, fixed assets, payroll, taxes, related-party transactions and multi-currency conversions. At year end, complete reviews of doubtful receivables, inventory valuation, depreciation, loan interest, accruals and tax-accounting differences, and verify the data used for company income tax, GST, PAYG, FBT and state taxes. Cloud software makes management easier but does not replace correct classification and supporting documents, nor does it guarantee automatic compliance with all laws.

When buying an existing company or acquiring shares, obtain complete books and records, tax return working papers, historical financial statements, directors’ resolutions, loan and security records, and administrator access to cloud systems and access to files. Do not destroy records that still need to be retained because the shareholder or accountant has changed, or the company has been deregistered.

• Keep contracts, invoices, bank and wallet statements, expense claims, asset purchases, client refunds, foreign exchange and evidence of the nature of payments.
• Keep working papers on GST and tax rate assessments, profit distributions, shareholder loans, group turnover, related-party pricing and concession applications.
• Establish backup, access control, audit trail, export and disaster recovery mechanisms; prohibit tampering with, deleting or altering sales records.
• The accounting services contract clearly defines the respective responsibilities and deliverables for bookkeeping, BAS, payroll, annual tax work, ASIC maintenance and audit.

R&D incentives, ESIC, industry projects and intellectual property

Current R&The R&D tax incentive is not a fixed 43.5% or 38.5% for all companies. Eligible companies with aggregated turnover below AUD 20 million and not controlled by an income tax-exempt entity may receive a refundable offset at the company tax rate plus 18.5 percentage points. Other eligible companies receive a non-refundable offset at the company tax rate plus an 8.5 or 16.5 percentage-point premium, tiered according to R&D intensity. Spending caps and other rules also apply. Activity eligibility, registration, expenditure, related parties and overseas R&D must all be checked; ordinary development expenditure does not automatically qualify as R&D. ATO Formula: https://www.ato.gov.au/businesses-and-organisations/income-deductions-and-concessions/incentives-and-concessions/research-and-development-tax-incentive/r-d-tax-incentive-rates-and-entitlements/rates-of-r-d-tax-incentive-offset .

The 2026 Budget proposed reforms to the scope of research and development activities, company age, turnover, expenditure thresholds and intensity. ATO expressly stated as at the verification date that these proposals had not become law, and proposed commencement from 1 July 2028; they must not be used to calculate a current application. The 17% tax rate for Patent Box patent income in the original guide is also not a current Australian concession; the official 2023—24 Budget stated that the relevant patent box measure would not proceed.

ESIC incentives are primarily intended for eligible investors acquiring eligible new shares. The non-refundable tax offset is generally 20%, with a combined cap of AUD 200,000 per income year for the investor and their associates. An investor who is not a sophisticated investor loses eligibility for the incentives if their total eligible investments in the relevant year exceed AUD 50,000. Eligible shares held continuously for at least twelve months and less than ten years receive specific CGT treatment, and related capital losses are also restricted. Not all investments are guaranteed to be tax-free. See https://www.ato.gov.au/businesses-and-organisations/income-deductions-and-concessions/incentives-and-concessions/tax-incentives-for-innovation/tax-incentives-for-early-stage-investors/about-the-tax-incentives-for-early-stage-investors .

ESVCLP, regional infrastructure, film, television and games tax offsets, mining exploration and state industry programmes each have separate eligibility criteria, budgets and application periods. It is not possible to promise that establishing a company will immediately secure a subsidy or to present historical programme allocations as amounts currently available for application. Intellectual property also requires separate assessment of trade marks, patents, designs, copyright and overseas protection; a company name registered with ASIC or a business name does not automatically create trade mark rights. IP Australia explanation: https://www.ipaustralia.gov.au/news-and-community/news/trade-mark-business-name-and-domain-name-whats-the-difference .

• For R&D projects, retain evidence of technical uncertainty, experimental processes, results, staff hours and expenses, and clarify responsibility for registration and tax returns.
• Verify the company's and investors' eligibility for ESIC financing at the time of issue, and retain records of subscriptions, new share issues and reporting.
• The 17% patent box is not a current general tax rate, and R&D offsets do not change company law registration requirements.
• Intellectual property agreements should specify ownership of development outputs, employee or contractor ownership, licensing, transfer pricing and cross-border usage rights.

Share acquisitions, director changes, name and address changes, and capital restructures

Acquiring an existing company is not a shortcut to registration without historical risk. A share transaction usually retains the same company and its historical debts, tax liabilities, litigation and contracts; an asset transaction requires attention to asset and licence transfers, employees, taxes and the new entity's KYC. Before completion, investigate the company's status with ASIC, PPSR security, accounts, tax, beneficial owners, licences and banking authority, and make foreign investment and industry approvals, creditor consent and change-of-control clauses in key contracts conditions of completion.

For an ordinary Australian company, appointments and cessations of directors or secretaries, changes to their details, and changes to the registered office or principal place of business generally must be notified to ASIC within 28 days. Changes to members and shareholdings of a Pty company generally also require notification; where there are more than 20 members in a class of shares, the top-20 rule applies. A public company does not report every change in members’ details to ASIC, but must maintain its internal register of members and address changes to its share structure and other applicable disclosure requirements. Share issues generally must be notified within 28 days. Buy-backs, capital reductions, cancellations, changes to class rights and special resolutions each have separate rules and time limits, and cannot all be treated as subject to the same 28-day deadline under Form 484. See https://www.asic.gov.au/for-business-and-companies/companies/company-share-and-shareholder-rules-and-changes .

A change of name generally involves a special resolution of members and procedures such as Form 205. Using Form 492 to correct previously lodged information is not the same as recording a new change. Director resignations are also subject to rules preventing a company from being left without directors and governing the effective date of late-notified resignations. Changes of shareholders or directors do not automatically transfer AFSL, ACL, AUSTRAC registration, bank accounts or eligibility to use historical tax losses.

• Completion documents: sale and purchase agreement, transfer of rights documents, shareholder and director resolutions, register of members, share certificates, director consents to act and Director ID arrangements.
• Completion checklist: ASIC filings, ABR and ATO contacts, bank authorities, payment platforms, insurance, contracts and licence regulatory notifications.
• Acquisitions of public or listed companies require separate checks on takeovers, substantial shareholdings and market disclosures; simply updating the internal share register is not enough.
• Changes for a foreign company have their own deadlines, such as 7 days, 14 days or one month; the Australian local company deadline of 28 days should not be applied mechanically.

Foreign company registration, transfer of an existing legal entity and legal continuity

A foreign company carrying on business in Australia should check its registration obligations under Part 5B.2. After registration using Form 402, it obtains ARBN and remains the same foreign legal entity, rather than becoming a separate Australian legal entity. Required documents include a certificate of incorporation, a certified copy of its constitution, director details, its address in its home jurisdiction, a registered office address in Australia and documents appointing a local agent. Its business debts are liabilities of the foreign legal entity; the branch must not be described as having a separate Australian limited liability shield. Official process: https://www.asic.gov.au/for-business-and-companies/foreign-companies/register-a-foreign-company-in-australia .

Part 5B.1 and Form 202 allow an eligible existing body corporate to register as an Australian company, including a foreign body corporate that meets the conditions of the law of its place of origin. Section 601BC requires authorisation under the law of the place of origin and completion of the steps required for migration, the same or substantially the same type, member approval, and evidence relating to the absence of winding-up or pending restructuring proceedings; section 601BM provides that this type of registration does not create a new legal entity and does not generally extinguish existing assets, rights and obligations. The original guidance both promoted universal seamless migration and asserted that foreign companies can never migrate into Australia; both claims should be corrected to describe a conditional pathway. See https://www.legislation.gov.au/C2004A00818/2026-09-19/2026-09-19/text/original/epub/OEBPS/document_3/document_3.html .

Form 202 is not Form 401; the latter is for registering a registrable Australian body. If migration from the original jurisdiction is unavailable, contracts or licences cannot continue, or the tax cost of migration is too high, establishing a subsidiary, a share swap or an asset transfer may be more suitable. Migration out of Australia involves Part 5A.2, the receiving jurisdiction's law, prescribed classes and case-specific application; one form must not be treated as permitting free redomiciliation to any foreign jurisdiction.

• A foreign company must lodge financial reports at least once in each calendar year, with no more than 15 months between reports. Form 405 is generally used; alternative arrangements such as Form 406 apply only if the criteria for effective relief are met.
• Changes to a foreign company's Australian office address and business hours must be reported within seven days; name changes within fourteen days; and changes to its constitution, directors and other matters generally within one month.
• Migration materials should include a legal opinion from the original jurisdiction, authority to migrate out, certified incorporation and constitutional documents, evidence of no pending proceedings, member resolutions and the new Australian governance arrangements.
• After migration, check tax residency, asset cost bases, bank reviews, licences and contracts; continuity of the legal entity does not mean that tax and licences continue automatically.

Industry licences, 2026 AML expansion and visa boundaries

For financial services, determine whether AFSL or an exemption applies; for consumer credit, determine whether ACL or representative authorisation applies; and for remittance and designated virtual asset services, determine whether AUSTRAC enrolment or registration applies. Deposits, insurance and pensions may involve APRA authorisation, while medical products, education, alcohol, construction, communications and mining may also require licences from the relevant industry authorities. Whether a compliance officer, responsible manager, audit, insurance or dedicated capital is required depends on the actual business; the use of ‘consulting’, ‘technology’ or ‘holding’ in a company name does not exempt it from regulation. ASIC states that AFSL applications are assessed for business competence, financial resources and obligations including training, compliance, insurance and dispute resolution. See https://www.asic.gov.au/for-finance-professionals/afs-licensees/applying-for-and-managing-an-afs-licence .

The changes under the AUSTRAC reforms relevant to existing reporting entities took effect on 31 March 2026 and must be considered alongside the transitional rules; certain new designated services provided by, for example, real estate, legal, accounting and trust and company service providers came within scope on 1 July 2026. This does not mean that all accounting work, all legal work or every ordinary company is regulated; the specific services and geographical connection tests must be considered. As at the verification date, this expansion should no longer be described as a future change that has not yet taken effect. See https://www.austrac.gov.au/industry-and-business/about-amlctf-reforms/about-reforms .

Company registration, arrangements for resident directors, ABN and shareholding do not grant rights to enter Australia, work or permanent residence. Home Affairs states that BIIP closed to new applications on 31 July 2024; existing subclass 188 applications and eligible subsequent arrangements are dealt with separately. A newly registered Pty company cannot continue to be promoted as a route for a new 188 investment visa. See https://immi.homeaffairs.gov.au/visas/getting-a-visa/visa-listing/business-innovation-and-investment-188 .

• Before registration, list the products, client categories, fee arrangements, flow of funds, control of client assets and overseas jurisdictions served, and confirm the licensing boundaries for each.
• Before providing a regulated designated service, verify AUSTRAC obligations and transitional provisions; do not describe enrolment or registration as government certification of business quality.
• Analyse visa and tax residency separately from the ordinarily resident director test; the status of an overseas shareholder does not imply a right to work in Australia.
• When acquiring a licensed company, independently review the authorisation variation and change-of-control requirements; do not claim that buying shares means obtaining a transferable licence.

Dormant entity maintenance, voluntary deregistration, winding up and service handover

A company that ceases trading but is not deregistered continues to have registration and applicable tax obligations. Voluntary deregistration requires the agreement of all members, no trading, assets worth less than A$1,000, no outstanding liabilities, no legal proceedings, and payment of ASIC fees and penalties. Assets must be properly dealt with; assets left at deregistration may vest in ASIC or the Commonwealth. Deregistration cannot be used to avoid debts owed to employees, creditors or tax authorities. The current application fee for Form 6010 is A$52; deregistration may occur only two months after the approval notice, not immediately upon submission. See https://www.asic.gov.au/for-business-and-companies/companies/company-deregistration-and-winding-up/voluntary-deregistration-of-a-company .

A company that does not qualify for simplified deregistration but is solvent may assess members’ voluntary winding up. If insolvent, promptly seek advice from a registered liquidator and legal advice, and consider the applicable winding-up or restructuring procedure. Separate cancellation or handling of licences such as AFSL and ACL is required, along with settling employee wages and superannuation, taxes and final lodgements, distributing assets and closing bank accounts. A foreign company ceasing business in Australia is not the same as deregistering an Australian subsidiary; it must comply with the foreign registration cessation and notification regime.

This guide is attributed for business purposes to Drew Tang (Mr Tang/Drew), Business Manager, Rengangyongsheng (Hong Kong) Limited, English name Rengangyongsheng (Hong Kong) Limited. Structure assessments, registration materials, bank documentation, tax matters and annual maintenance may be coordinated under a formal engagement, but Australian tax agent services, audit, legal services, liquidation and other reserved activities must be undertaken by persons with the applicable qualifications and registrations. This article does not claim that the company or author is certified by ASIC, nor does it invent client numbers, licences or bank approvals.

• Before exit, check assets, liabilities, litigation, employees, taxes, guarantees, banking and licences, and determine the path for voluntary deregistration or winding up.
• To avoid the next annual fee, ASIC recommends applying at least two weeks before the fee falls due; the fee may still be payable if it falls due before the notice is published.
• Before cancelling ABN, GST, PAYG or other accounts, verify final lodgements and tax payments; record-keeping obligations continue to apply.
• During the service handover, retain the registers, directors’ resolutions, tax files, account access permissions and compliance calendar, and enter into an engagement agreement specifying the scope and fees.