What is registered foreign company (branch)?
Form 402 branch registration as the alternative to a subsidiary — what it changes for reporting, and when it is the wrong choice.
When an Indian company decides to trade in Australia directly, there are two structurally different ways ASIC lets it happen, and the choice made at the start decides what gets reported every year after. The first is to incorporate a new, separate Pty Ltd — an Australian subsidiary that happens to be owned by the Indian parent. The second is to register the Indian company itself to carry on business in Australia, under its own name and charter, via ASIC Form 402. Nothing new is incorporated in the second path; the foreign entity is simply added to ASIC's register as a foreign company operating locally. That is the registered-foreign-company branch, and it is the entity this leaf covers.
The two routes trip on opposite requirements. A subsidiary needs at least one director who ordinarily resides in Australia — Corporations Act s201A makes this a hard precondition, not a preference, and it's the constraint that catches most first-time foreign founders who assume a nominee shareholder is enough. A branch sidesteps the resident-director rule entirely, but trades it for a different obligation: it must appoint a local agent, a natural person residing in Australia who is personally responsible under Corporations Act Pt 5B.2 for the foreign company's compliance in Australia. Neither route is free of a local person carrying real legal weight — the question is whether that weight sits on a director's seat inside a new company, or on an agent's shoulders representing the parent from outside it.
Who does what
Prepared and coordinated through an ASIC registered agent; the subsidiary-vs-branch call is made with your adviser.
Who does what
| Your CapEasy team | Registered foreign company (branch), the reconciliations and reporting behind it, and the questions list that keeps it honest. |
| Your registered BAS or tax agent | Everything that carries a licence in Australia — rendered exactly as written: work out what goes on your bas, or advise you on it — under tasa 2009 that requires registration we do not hold. |
| You | One conversation with one named person, and the decisions that are genuinely yours. |
Registered foreign company (branch) in Australia
Form 402 needs four supporting documents most first-time applicants underestimate
Registering under Form 402 isn't a single form and a fee — ASIC requires a certified copy of the foreign company's charter, constitution or equivalent (an MOA/AOA for an Indian company), a list of directors with their details, a memorandum setting out the powers of any local board if one exists, and a certified translation of any document not already in English. Assembling and certifying these correctly, before lodgement, is where most of the real preparation time on a branch registration goes — not the ASIC form itself.
The local agent carries personal compliance liability under Pt 5B.2, not just an admin role
A registered foreign company must have a local agent — a natural person residing in Australia — and that person is personally responsible for the foreign company meeting its Australian compliance obligations under Corporations Act Part 5B.2. This is a role of real personal liability, comparable in weight to a director's duties, which is why it needs a genuinely qualified, insured Australian resident willing to accept it, not a name filled in to satisfy a form field.
A foreign-resident director's ID application runs a paper process, not the instant online one
Every director listed on a Form 402 application, resident or not, needs a Director Identification Number from ABRS before appointment. An Australia-resident director gets one near-instantly online via myGovID. A foreign-resident director cannot use that path and instead files a paper application that, per current cross-checked timelines, runs 28 to 56 business days. Lodging Form 402 without budgeting that lead time is the single most common way a branch registration timeline slips.
The branch's ongoing ASIC financial-statement obligation doesn't stop at registration
A registered foreign company must lodge financial statements with ASIC on an ongoing basis, prepared to reconcile with its home-jurisdiction reporting and translated where the source documents aren't in English. This is a recurring obligation for as long as the branch is registered, distinct from and in addition to the $1,583/yr annual review fee, and it's the ongoing-cost detail that most changes the subsidiary-vs-branch decision once a client sees the full picture beyond year one.
What your registered BAS or tax agent receives from us
- A completed Form 402 application pack — foreign company details, ARBN application data, and local-agent appointment, ready for your ASIC registered agent to lodge.
- A certified copy of the Indian parent's charter, constitution or MOA/AOA, matched against ASIC's Form 402 supporting-document checklist.
- A certified English translation of any supporting document not originally in English, where required.
- A director list with each director's details, flagged by residency status so the Director-ID pathway (instant online vs the 28–56 business day foreign-resident paper process) is clear before anything is lodged.
- A local-agent appointment file, documenting the agreed appointee and their acceptance of the Pt 5B.2 compliance role.
- A subsidiary-vs-branch comparison memo — resident-director requirement, ARBN vs ACN, $342/yr vs $1,583/yr annual review, ongoing financial-statement obligation — for your adviser to walk through with you before the structure is locked in.
