Setting up an Australian subsidiary from the United States

A US corporation or LLC can own all of an Australian proprietary company, and most US groups enter Australia exactly that way. The catch is at board level: the Pty Ltd needs at least one director who ordinarily resides in Australia, and every director, including those in New York or San Francisco, needs an Australian Director ID before appointment. Treaty, FIRB and US tax classification questions sit alongside, and they belong with your advisers on each side of the Pacific.

The usual shape: US parent, Australian Pty Ltd

The common pattern is a Delaware C-corp or LLC holding 100% of a new Australian Pty Ltd. The Pty Ltd contracts locally, employs staff and opens the bank account, while the parent keeps control through its shareholding and its seats on the board.

Some US groups first consider registering the parent itself in Australia as a foreign company (an ARBN, with a local agent instead of a resident director). It works for limited activity, but it puts the parent's balance sheet directly in Australia. Subsidiary vs branch compares the two.

Two differences from a typical Delaware board catch US founders:

• Board minimum and residence. ASIC's guidance says a Pty Ltd must have at least one director who normally lives in Australia, and officeholders must be at least 18 (ASIC). A two-person US founder board doesn't satisfy this on its own.
• Formality. The Pty Ltd has an annual cycle of its own, including an ASIC annual review fee (A$342 for 2026–27) and a directors' solvency resolution. See ASIC annual statement and solvency resolution.

A US-side question: how the Pty Ltd is classified

US advisers will ask how the Australian company is treated for US federal tax. The Treasury regulations list foreign entities that are always corporations; for Australia that list names the "Public Limited Company", not the Pty Ltd (26 CFR 301.7701-2). That's why entity classification elections come up for Australian subsidiaries. We don't advise on it. Raise it with your US tax adviser before you incorporate, not after.

The Australia–US tax treaty

Treasury's income tax treaties list shows a comprehensive tax treaty in force:

Treasury's table does not show the US treaty as modified by the Multilateral Instrument, unlike Australia's treaties with many other countries. Withholding rates on dividends, interest and royalties, and how the treaty treats your structure, are questions for your tax advisers. Company tax for foreign-owned companies sets out the Australian lodgements.

FIRB through a US lens

Setting up a brand-new subsidiary is not usually the trigger. FIRB screening is mostly about acquiring interests in Australian businesses, entities and land. When a US group does buy, it often benefits from higher thresholds. The 2026 table on Foreign Investment Australia names the United States as one of the "certain FTA partners":

Two US-specific traps:

• The immediate acquirer must be formed in the US. The table's footnote says investors acquiring through a subsidiary incorporated elsewhere get that jurisdiction's thresholds. A deal routed through a Cayman or Singapore vehicle can lose the US numbers.
• Public-sector money. Foreign government investors face A$0 thresholds, including for starting an Australian business. Whether a public-sector investor in your cap table makes your group one is a question to put to a FIRB lawyer early. Our FIRB basics guide has the overview.

Notaries and apostilles from US states

The US, the UK and Australia are all parties to the Apostille Convention (HCCH). For US documents, the State Department explains that notarised and state-issued documents are apostilled by the competent state authority, usually the Secretary of State's office, while the federal Office of Authentications handles documents signed by federal officials. US notaries themselves do not authenticate.

For a Director ID, a US director without Australian identity documents uses the paper form for people living outside Australia (NAT 75433) with certified copies, never originals (ABRS). Certification options include a notary public, an Australian embassy or consulate, or an apostille. Allow several weeks. Step-by-step help is in Director ID for foreign directors.

Signing windows across the Pacific

Australia is ahead of every mainland US time zone, and both countries change clocks on different dates, so the gap moves several times a year. Sydney has been on AEDT (UTC+11) since 4 October 2026, and US clocks fall back on 1 November 2026 (NIST; NSW Government). Perth stays on UTC+8 all year.

In December, 9am Tuesday in Sydney is 5pm Monday in New York and 2pm Monday in Los Angeles. That makes a one-day signing round possible: the US side sends documents in its afternoon, and the Australian director signs the next Australian morning. Hawaii and most of Arizona don't use daylight saving, so check those separately.

The calendar gotcha is the weekend. A US Friday afternoon is already Saturday in Australia, and Monday morning in Sydney is still Sunday in the US. Deadline-driven signings set for "Friday" need to say whose Friday.

Australian companies have been able to execute documents electronically under permanent rules since 23 February 2022, so wet-ink couriers across the Pacific are rarely needed.

Mistakes US groups make

• Incorporating first, finding a director later. The company is non-compliant from day one. Arrange the resident director, consents and Director IDs before lodging.
• Using a US address as the registered office. It must be an Australian address. See registered office address.
• Assuming no Australian accounts are lodged. A small company controlled by a foreign company may have to lodge financial reports with ASIC unless relief applies. See financial reporting for foreign-controlled companies.
• Running the board from the US by instruction. If the Australian board habitually does what the parent says, the parent's executives can be treated as directors. See shadow directors.

How we support US-owned companies

We provide the Australian-resident director, the registered office and the ASIC compliance calendar, and we can incorporate the Pty Ltd for A$490 plus the ASIC fee. Tax, FIRB and US classification advice stay with your own advisers. To begin, start here.

General information as at 27 October 2026, not legal, tax or financial advice for any particular company.

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.