ASIC Form 402 registers a foreign company to carry on business in Australia (branch registration). Four mandatory attachments: certified certificate of incorporation, certified constitution/articles, Form 418 (local agent appointment), and Memorandum of Directors’ Powers. Registration fee: ~$506 (paper lodgement only). ASIC warns that most applications are delayed due to incorrect documentation. Processing: up to 28 days.
title: "ASIC Form 402: Foreign Company Registration in Australia (Complete Guide 2026)"
description: "Step-by-step guide to ASIC Form 402 for registering a foreign company in Australia. Covers Form 418, required documents, fees (~$506), processing times, and common mistakes that delay registration."
slug: asic-form-402-guide
date: 2026-03-14
author: James Carey, CA CTA JP
keywords:
– ASIC Form 402
– foreign company registration Australia
– register foreign company ASIC
– branch registration Australia
– Form 418 local agent
– ARBN application
ASIC Form 402: How to Register a Foreign Company in Australia
By James Carey, CA CTA JP | Updated March 2026 | Reading time: 12 minutes
If your foreign company carries on business in Australia, registering with ASIC using Form 402 is a mandatory legal requirement under the Corporations Act 2001. Form 402 — officially titled "Application for registration as a foreign company" — establishes your company's legal presence in Australia through what is commonly known as branch registration.
This guide covers every section of Form 402, the mandatory companion forms (including Form 418), required attachments, country-specific document requirements, fees, and the common mistakes that ASIC says cause "a high proportion of foreign company registration applications" to be delayed or refused.
Table of Contents
- Understanding Form 402 and When You Need It
- Before You Begin: Prerequisites and Checklist
- Mandatory Forms: 402, 418, and 403
- Section-by-Section Completion Guide
- Required Attachments and Document Certification
- Country-Specific Document Requirements
- Fees and Ongoing Costs
- Lodgement, Processing, and What Happens Next
- Common Mistakes That Delay Registration
- Frequently Asked Questions
- How We Can Help
Understanding Form 402 and When You Need It
Form 402 is required when a foreign company (incorporated outside Australia) carries on business within Australia and registers as a foreign company under Part 5B.2 of the Corporations Act 2001. This is the branch registration pathway — your company operates in Australia as an extension of the overseas entity rather than creating a separate Australian subsidiary.
When Registration is Required
Under Section 601CD of the Corporations Act 2001, a foreign company must register with ASIC if it "carries on business" in Australia. While the Act does not define this term precisely, factors that indicate you are carrying on business include:
- Maintaining a physical presence or office in Australia
- Entering contracts with Australian customers or suppliers as principal
- Conducting ongoing commercial activities (not just isolated transactions)
- Employing staff in Australia
- Having your name listed in Australian directories
- Owning or leasing property for business purposes
Registration Timeline
Foreign companies must lodge Form 402 within one month of commencing to carry on business in Australia. Failure to register within this timeframe is an offence under the Corporations Act. Plan your registration before significant business activities begin.
Branch vs Subsidiary
Form 402 is specifically for branch registration. If you prefer to establish a separate Australian company (a Pty Ltd subsidiary), you would use Form 201, which can be lodged online through the Business Registration Service. See our guide to Australian business structures for foreign companies to understand which option suits your needs.
Key cost difference: branch annual returns cost approximately $1,260-$1,433 per year, compared to $329 for a Pty Ltd subsidiary annual review. This ongoing cost difference is significant over time.
Before You Begin: Prerequisites and Checklist
Gather the following before starting your application. Missing any of these items is the most common reason applications are delayed.
Company Information
- Full registered name of your foreign company (exact spelling as on certificate of incorporation)
- Any trading names or business names used
- Registration number in your home jurisdiction
- Date and place of incorporation
- Details of your registered office in the home jurisdiction
Local Agent Details (Mandatory — Form 418)
Every registered foreign company must appoint a local agent. The local agent can be an individual ordinarily residing in Australia, or an Australian company. You will need:
- The local agent's full name, date of birth, and Australian residential address (if an individual)
- Or the Australian company's name, ACN, and registered office (if a body corporate)
- The local agent's signed consent to act
- A completed Form 418 (Memorandum of Appointment of Local Agent)
The local agent is personally answerable for the foreign company's compliance with the Corporations Act and is authorised to accept service of process and notices on behalf of the company. The agent can also lodge ASIC forms on the company's behalf.
Australian Office Details
- Australian registered office address (must be a physical street address, not a PO Box)
- Principal place of business in Australia (if different from registered office)
- Contact telephone number in Australia
- Consent from the premises occupier (if the registered office is not owned by the company)
Director Information
- Full names, dates of birth, and addresses of all directors of the foreign company
- Details of any alternate directors
- Director Identification Numbers (DINs): All directors must have obtained a Director Identification Number through the Australian Business Registry Services (ABRS) before registration. Foreign-resident directors must apply via paper form, which can take up to 56 business days to process — plan well ahead.
Memorandum of Directors' Powers
Required if any directors listed on Form 402 are Australian-resident, or if there is a local board of directors. This document must state the powers vested in those directors.
Mandatory Forms: 402, 418, and 403
Foreign company registration involves up to three ASIC forms:
Form 402 — Application for Registration as a Foreign Company
The primary application form. Covers company details, registered office, directors, share capital, and the declaration. Filed under Section 601CE of the Corporations Act 2001.
Form 418 — Memorandum of Appointment of Local Agent
Form 418 is mandatory. It must be lodged together with Form 402. You cannot register a foreign company in Australia without appointing a local agent. This form records the agent's details and their signed consent to act.
Form 403 — Verification of Copy of Document
Required if a third party (rather than a director or the local agent) lodges the application on behalf of the foreign company. Form 403 verifies the authority of the person lodging the documents.
Section-by-Section Completion Guide
Section 1: Type of Registration
Indicate whether this is a new registration. For initial registrations, tick the box for "Registration of a foreign company under Part 5B.2 of the Corporations Act 2001."
Section 2: Company Details
Section 3: Registered Office in Place of Origin
Provide the full address of your company's registered office in its home jurisdiction. This must be a physical address, not a PO Box.
Section 4: Australian Registered Office
Section 5: Principal Place of Business in Australia
If your principal place of business differs from your registered office, enter those details here. If they are the same, indicate "same as registered office."
Section 6: Local Agent
This section is critical. Every registered foreign company must appoint a local agent.
The local agent must be:
- An individual ordinarily residing in Australia, or
- An Australian company (body corporate)
- At least 18 years old (if an individual)
If you do not have a suitable person or company to act as local agent, you can engage a professional local agent service.
Section 7: Directors
List all directors of the foreign company, including:
- Full name (family name and given names)
- Date of birth
- Residential address (can be overseas)
- Place of birth (city and country)
- Director Identification Number (DIN)
If you have more directors than spaces provided, use a continuation sheet and attach it to the form. Cross-reference with your certificate of incumbency to ensure all current directors are listed.
Section 8: Ultimate Holding Company
If your company has an ultimate holding company, provide its name, place of incorporation, and registration number. If your company is not a subsidiary of another company, indicate "not applicable."
Section 9: Share Capital
If your company has share capital, provide details of the authorised and issued share capital, including the currency. For companies without share capital, indicate this and describe the nature of the company's structure (for example, a company limited by guarantee).
Section 10: Constitution and Memorandum
Confirm that you are attaching certified copies of your company's constitution, memorandum and articles of association, or equivalent governing documents. The certified copies must include all amendments up to the application date.
Section 11: Declaration
The declaration must be signed by a director or authorised officer of the foreign company. The signatory declares that the information provided is true and correct and that they are authorised to make the application on behalf of the company.
Required Attachments and Document Certification
Form 402 must be accompanied by several supporting documents. Incomplete or improperly certified documents are the primary reason applications are delayed.
Mandatory Attachments
1. Certified Copy of Certificate of Incorporation (or Equivalent)
A certified copy of the certificate proving your company's registration in its home jurisdiction. The name varies by country (see Country-Specific Requirements below). The certified copy must be dated within 3 months of lodgement with ASIC.
2. Certified Copy of Constitution or Governing Documents
Certified copies of your company's constitution, memorandum and articles of association, charter, or equivalent documents. These must include all amendments up to the application date. The certification must also be dated within 3 months of lodgement.
Acceptable certifiers for constitution documents:
- The foreign jurisdiction's ASIC equivalent (corporate regulator)
- A notary public
- A duly witnessed affidavit sworn by a director or secretary of the entity
3. Form 418 — Memorandum of Appointment of Local Agent
The original signed Form 418, appointing the local agent. This is compulsory for all foreign company registrations.
4. Memorandum of Directors' Powers (If Applicable)
Required if any directors are Australian-resident or if there is a local board of directors. Must state the powers vested in those directors.
5. Registered Office Occupier's Consent
If the Australian registered office is not owned by the company, written consent from the premises occupier.
General Certification Requirements
All certified copies must include:
- A statement that it is a "true copy of the original"
- The certifier's signature
- The certifier's printed name
- The certifier's qualification or authority
- The date of certification (must be within 3 months of lodgement)
Acceptable certifiers include:
- A notary public
- An Australian consular officer
- A lawyer or solicitor
- The corporate regulator of the home jurisdiction
Translation Requirements
If any attached document is not in English, you must provide both:
- A certified copy of the original document
- A certified English translation
Translations made in Australia must be certified by a NAATI-accredited (National Accreditation Authority for Translators and Interpreters) professional certified translator.
Translations made outside Australia can be certified by a person with lawful custody of the original document, a notary public in the foreign jurisdiction, or a translator authorised under applicable law in the foreign jurisdiction.
Apostille and Legalisation
Documents from Hague Convention countries can be authenticated with an apostille — a simplified form of legalisation. Countries not party to the Hague Convention require full consular legalisation, which is more complex and time-consuming.
Key Hague Convention countries: United States, United Kingdom, Singapore, Hong Kong, China (since November 2023), India, Japan, Germany, and most EU member states.
Country-Specific Document Requirements
The documents you need vary by country. Here is what to prepare for the most common jurisdictions:
United States
- Certificate of Incorporation or Certificate of Good Standing (issued by the Secretary of State in the state of incorporation)
- Bylaws (or Operating Agreement for LLCs)
- Apostille from the US Secretary of State office (state-level process)
United Kingdom
- Certificate of Incorporation from Companies House
- Articles of Association (post-2006 Companies Act) or Memorandum and Articles
- Apostille from the UK Foreign, Commonwealth and Development Office (FCDO)
Singapore
- ACRA BizFile+ certificate (Accounting and Corporate Regulatory Authority)
- Constitution (post-2014 Companies Act) or Memorandum and Articles (pre-2014)
- Apostille from the Singapore Academy of Law
Hong Kong
- Certificate of Incorporation from the Companies Registry
- Articles of Association
- Apostille from the Hong Kong High Court
China
- Business License (营业执照)
- Company Charter (公司章程)
- Apostille from provincial or municipal foreign affairs offices (China joined the Hague Convention in November 2023 — some processes are still being established)
- Certified English translation required (NAATI-accredited if translated in Australia)
Japan
- Certificate of Registration (登記事項証明書) from the Legal Affairs Bureau
- Articles of Incorporation (定款)
- Apostille from the Ministry of Foreign Affairs
- Certified English translation required (NAATI-accredited if translated in Australia)
India
- Certificate of Incorporation from the Registrar of Companies
- Memorandum and Articles of Association
- Apostille from the Ministry of External Affairs
- Documents are typically in English; translation usually not required
Fees and Ongoing Costs
Registration Fee
The ASIC registration fee for Form 402 is approximately $506 (2025-26, CPI-indexed annually from 1 July). Verify the current fee on the ASIC website before lodging, as the exact figure is updated each financial year.
Payment is by cheque or money order only (paper lodgement).
Ongoing Annual Costs
Foreign companies registered in Australia face significant annual compliance costs:
| Fee | Approximate Cost (2025-26) |
|---|---|
| Annual return (Form 406) | ~$1,260-$1,433 |
| Annual financial statement lodgement | ~$1,260 |
| Late fee (up to 1 month overdue) | $98 per document |
| Late fee (more than 1 month overdue) | $411 per document |
These annual costs are substantially higher than the $329 annual review fee for a Pty Ltd subsidiary. If you are considering your options, see our guide to branch vs subsidiary structures.
Late Registration Penalties
If you lodge Form 402 more than one month after commencing to carry on business in Australia, additional penalties may apply under the Corporations Act.
Lodgement, Processing, and What Happens Next
How to Lodge
Form 402 must be lodged by paper only — there is no online lodgement option for foreign company registration. Post your completed application, all attachments, Form 418, and your cheque or money order to:
Australian Securities and Investments Commission
PO Box 4000
Gippsland Mail Centre VIC 3841
Processing Time
ASIC states that processing takes up to 28 days. In practice, applications that are complete and correct are typically processed within 1-2 weeks.
However, ASIC warns: "A high proportion of foreign company registration applications are delayed or refused because they don't contain the correct documentation." Ensuring your application is complete before lodging is essential to avoiding delays.
After Registration
Once your application is approved, ASIC will:
- Issue an ARBN (Australian Registered Body Number) — a unique 9-digit identifier, equivalent to an ACN for foreign companies
- Send confirmation of registration
- Add your company to the ASIC public register
Post-Registration Obligations
After receiving your ARBN, you will need to:
- Display your ARBN on all public documents, correspondence, and at your business premises alongside the company name and country of origin
- Apply for an ABN (Australian Business Number) through the Australian Business Register — processing can take up to 70 days for foreign entities
- Register for GST if your Australian turnover will exceed $75,000 per year
- Register for PAYG withholding if you will employ staff in Australia
- Appoint a public officer as the ATO contact point within 3 months of commencing business
- Maintain a registered office that is accessible during business hours
- Lodge annual returns (Form 406) and financial statements with ASIC
- Notify ASIC of changes to directors, registered office, company name, or constitution within one month
Common Mistakes That Delay Registration
ASIC reports that a high proportion of Form 402 applications are delayed or refused due to documentation errors. Here are the most common mistakes and how to avoid them.
Mistake 1: Not Lodging Form 418 with Form 402
Mistake 2: Document Certifications Older Than 3 Months
Mistake 3: Constitution Missing Amendments
Mistake 4: Incomplete Director Information
Mistake 5: Using a PO Box as Registered Office
Mistake 6: Missing or Non-Compliant Translations
Mistake 7: Attempting to Lodge Online
Mistake 8: Local Agent Not Eligible
Frequently Asked Questions
How long does registration remain valid?
Registration as a foreign company does not expire, but you must meet ongoing obligations including lodging annual returns (Form 406) and financial statements, notifying ASIC of any changes to company details, and paying annual fees. Failure to meet these obligations can result in deregistration.
What is an ARBN?
An ARBN (Australian Registered Body Number) is a unique 9-digit identifier issued by ASIC to registered foreign companies. It serves the same purpose as an ACN (Australian Company Number) for domestically incorporated companies. You must display your ARBN on all public documents and business correspondence.
Can I change the local agent after registration?
Yes. You can change your local agent by lodging Form 404 (Notification of change to details of local agent) with ASIC. The new local agent must consent to their appointment before the change can be processed.
What if my company name is not available in Australia?
If your company name is identical or similar to an existing Australian company or business name, you may need to register under a modified name. You can check name availability on the ASIC website before lodging. Alternatively, you can register a business name ($45 per year or $104 for 3 years) and operate under that name.
Do I need to register in every state where I do business?
No. ASIC registration provides national recognition — your ARBN is valid throughout Australia. However, you may need to register separately for state-based obligations such as payroll tax and workers compensation insurance in each state where you operate.
Can I register a branch and a subsidiary?
Yes. Some foreign companies register both a branch (for certain activities) and incorporate a subsidiary (for others). The best structure depends on your commercial objectives, tax considerations, and risk management. See our guide to branch vs subsidiary structures.
How much does the whole process cost?
Beyond the ASIC registration fee (~$506), budget for document certification and apostille costs (varies by country, typically $200-$1,000), certified translations if required ($200-$500 per document), and professional service fees if using a registration agent. Ongoing annual costs (Form 406 return plus financial statement lodgement) total approximately $2,500-$2,900 per year.
What if my application is refused?
If ASIC refuses your application, they will provide reasons. Common grounds include incomplete documentation, name conflicts, or disqualified directors. You can address the issues and reapply. The registration fee is not refunded for refused applications.
How We Can Help
Completing Form 402 correctly the first time saves weeks of delays and ensures your Australian business operations can commence on schedule. Our team has extensive experience processing foreign company registrations and can guide you through every step of the process.
We offer:
- Branch Registration Services — Complete Form 402 preparation, document review, Form 418 lodgement, and local agent appointment
- Company Formation Services — If a Pty Ltd subsidiary is a better fit for your business, we handle the entire formation process
- Resident Director Services — Professional resident director appointments to satisfy the Corporations Act s201A requirement for subsidiaries
All services include document review, ASIC lodgement, and ongoing compliance support to ensure your company remains in good standing.
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Disclaimer: This guide is for general informational purposes only and does not constitute legal, tax, or professional advice. ASIC fees are approximate and subject to change — always verify current fees on the ASIC website. For advice specific to your circumstances, please contact us or consult a qualified professional.