The Complete Guide to Setting Up Your Company in Australia & New Zealand

This is the first fork in the road for every foreign tech founder entering ANZ, and getting it wrong is expensive. The honest answer: it depends on how committed you are to the market and how quickly you need local staff.

An Employer of Record (EOR) — providers such as Deel, Remote, or Papaya Global — lets you hire employees in Australia or New Zealand within days, without forming a local legal entity. The EOR becomes the legal employer, handles payroll, tax withholding, superannuation, and compliance on your behalf. You pay a per-head monthly fee (typically US$500–700/employee). This is sensible for a single hire, a pilot phase, or a market test where you are uncertain about commitment.

A locally incorporated entity — an Australian Proprietary Limited company (Pty Ltd) or a New Zealand limited company — is the right vehicle once you plan to:

• Hire more than two to three people and want to reduce per-head EOR costs;
• Sign local contracts, leases, or enterprise deals in your own name;
• Apply for government grants such as the Export Market Development Grant (EMDG) or the R&D Tax Incentive;
• Build investor or acquirer confidence with a clean local corporate structure; or
• Hold Australian intellectual property for tax and R&D purposes.

Many founders use an EOR for the first three to six months while they sort Director IDs, find a local director, and open a bank account — then transition employees to the wholly-owned subsidiary. That sequencing makes practical sense and avoids the most common setup mistakes.

Once you incorporate, you take on a stack of compliance obligations that an EOR absorbs on your behalf. These are not optional and penalties for non-compliance can be significant. The main ongoing obligations for an Australian Pty Ltd are:

• ASIC annual review fee — currently A$310/year for a proprietary company; payable on the anniversary of registration.
• Company tax return — lodged annually with the ATO, even if the company made a loss in the first year.
• PAYG withholding — deduct income tax from employee wages each pay run and remit to the ATO, reported via Single Touch Payroll (STP).
• Superannuation — contribute 12% of ordinary time earnings per employee per quarter (or each payday from 1 July 2026 under Payday Super), per the ATO Superannuation Guarantee rules.
• GST returns — typically quarterly BAS lodgements once registered.
• Payroll tax — state-based, triggered once your total Australian wages exceed the relevant state threshold (e.g. A$1.2M in NSW at 5.45%; A$900k in VIC at 4.85%).

The upside is that these are well-documented, supported by a mature professional services market, and manageable with a good local accountant or compliance platform.

A Proprietary Limited company (Pty Ltd) is the standard corporate vehicle for foreign businesses setting up an Australian subsidiary. It is a separate legal entity, limits shareholder liability to unpaid share capital, and is recognised by banks, government agencies, and enterprise customers. It is administered by the Australian Securities and Investments Commission (ASIC).

The incorporation process itself is straightforward and can be completed online in a matter of hours once all prerequisites are in place. You will need:

• A company name (search ASIC's register to confirm availability);
• At least one director who is ordinarily resident in Australia (see Section 3 — this is the most common bottleneck);
• A registered office address in Australia (can be your accountant's or lawyer's address);
• A constitution or adoption of the Replaceable Rules under the Corporations Act 2001; and
• Director ID(s) for every director (see Section 3).

ASIC registration fees are modest — around A$538 for a standard proprietary company as of 2025–26. Most founders use a registered agent or corporate services provider (cost typically A$500–1,500 all-in) who handles the ASIC lodgement, generates the ACN (Australian Company Number), and sets up the initial share register. Once incorporated, ASIC issues your ACN immediately; the company is a legal entity from that moment.

The incorporation itself — once prerequisites are met — can be same-day. What takes time is the surrounding steps. Here is a realistic sequenced timeline for a non-resident founder:

• Weeks 1–3: Appoint an Australian-resident director (recruit or engage a professional nominee director service); each director commences their Director ID application.
• Week 2–4: For non-resident directors, the ABRS paper identity verification process takes several weeks — start this immediately.
• Day 1 post-incorporation: Apply for an ABN — typically issued within 1–14 business days.
• Days 1–28 post-incorporation: Apply for a TFN (Tax File Number) — can take up to 28 days for new companies.
• Once ABN and turnover projections are confirmed: Register for GST if turnover is expected to reach A$75,000 within the first year — you must register within 21 days of crossing the threshold.
• Weeks 4–8: Open a business bank account — the slowest operational step for non-resident founders due to KYC requirements.

Total time from decision to fully operational: 6–10 weeks is typical if the resident director and Director IDs are sorted upfront. Founders who underestimate the director requirement commonly add four to six weeks to their timeline.

A Director Identification Number (Director ID) is a unique 15-digit identifier that every director of an Australian company must hold before being appointed. It is issued by the Australian Business Registry Services (ABRS) — a government agency — and is permanently attached to the individual, not the company. It was introduced to prevent fictitious directorships and phoenixing.

The Director ID is the single most common cause of delay for foreign-incorporated subsidiaries because the verification pathway for non-Australian residents is significantly slower than for residents. Here is why:

• Australian residents can verify their identity online using myGovID (now called myID) and existing Australian identity documents, and typically receive their Director ID within minutes.
• Non-resident directors who do not hold Australian identity documents must complete a paper-based application and provide certified copies of foreign identity documents. Processing can take several weeks.
• A director cannot be appointed — and the company cannot be incorporated — until each director's Director ID application is at least submitted. ASIC requires the number to be on record promptly after appointment.

For more detail on the requirement, see the ASIC Director ID guidance page. The key rule: every director must apply for their own Director ID — it cannot be done by the company's agent or lawyer on their behalf.

Under the Corporations Act 2001, every Australian Pty Ltd must have at least one director who is ordinarily resident in Australia. "Ordinarily resident" means the person's principal place of residence is in Australia — a tourist visa or short-term visit is not sufficient. This rule exists to ensure there is a locally accountable person for ASIC purposes.

For foreign founders who are not yet physically based in Australia, there are three practical approaches:

1. Relocate a co-founder or senior employee to Australia. This is the cleanest solution and doubles as a market-entry commitment signal. If the person needs a visa, the Skills in Demand (subclass 482) visa — which replaced the TSS 482 on 7 December 2024 — is the primary pathway for sponsored skilled workers.
2. Appoint a professional nominee director. Several reputable corporate services firms offer nominee director services for foreign-owned subsidiaries. A nominee director is a locally resident individual (often a lawyer or accountant) who appears on the ASIC register to satisfy the statutory requirement. Costs range from A$1,500–4,000/year. Founders should choose a firm with appropriate professional indemnity insurance and understand that they retain full control via a shareholders' agreement and deed of resignation held in escrow.
3. Use an Australian co-founder or local investor as director. If you have a trusted local partner, this can work well — but document the directorship clearly and ensure governance arrangements are tight.

Whatever route you choose, resolve the resident director question before you attempt incorporation. It is the single step that, if left until last, will delay everything else.

Once your Pty Ltd is incorporated (ACN issued), the next step is obtaining your tax identifiers. These are separate registrations managed by the ATO and are essential before you can invoice customers, hire staff, or open a business bank account.

Australian Business Number (ABN)

The ABN is an 11-digit identifier that identifies your business to the ATO and other government agencies. It must appear on invoices; customers are entitled to withhold 47% of payment (the top income-tax rate) if you cannot provide a valid ABN. Apply via the Australian Business Register immediately after incorporation. The ABN is typically issued within 1–14 business days, though most straightforward applications are processed quickly. There is no fee to register an ABN.

Tax File Number (TFN)

The TFN is the company's identifier with the ATO for income tax purposes. You will need it to lodge tax returns, interact with the ATO online, and set up your PAYG withholding account. TFN registration can take up to 28 days for new companies. Apply immediately after incorporation — you cannot lodge your first tax return without it.

Both registrations are completed through the ATO's online Business Portal or via a registered tax agent. Most founders apply for ABN, TFN, and GST (if applicable) simultaneously to avoid delays.

Goods and Services Tax (GST) is Australia's broad-based consumption tax. According to the ATO's GST registration rules, you must register for GST if your annual turnover reaches or exceeds A$75,000 (the registration threshold). You have 21 days from the day you cross — or expect to cross — that threshold to lodge your GST registration. Missing this deadline triggers penalties.

The GST rate is 10%, applied to most goods and services supplied in Australia. Key points for tech founders:

• B2B invoicing: GST-registered businesses charge 10% and claim input tax credits on purchases. Your enterprise customers will want a Tax Invoice.
• SaaS / digital services: GST applies to digital services supplied to Australian consumers. If you are supplying to non-GST-registered Australian consumers from offshore, you may need to register under the "Digital Economy" rules even before the A$75,000 threshold applies to your Australian entity.
• Voluntary registration: You can register voluntarily below the threshold — often worthwhile if your startup has significant Australian input costs (office, software, contractors) so you can claim GST credits.
• BAS: Once registered, you lodge a Business Activity Statement (BAS) — typically quarterly — reporting GST collected, GST paid, and PAYG withholding.

Practically, apply for GST registration at the same time as your ABN; the systems are linked and it adds no meaningful delay.

Australia has a two-rate corporate tax system. According to the ATO's company tax rate guidance:

• 25% — the "base rate entity" rate, which applies if your company's aggregated turnover is below A$50 million AND no more than 80% of assessable income is passive income (interest, dividends, rent, royalties, capital gains). Most early-stage foreign tech subsidiaries will qualify.
• 30% — the general corporate rate, which applies to all other companies (turnover ≥ A$50M, or more than 80% passive income, or companies that do not meet the base rate entity conditions).

The distinction matters: a newly incorporated subsidiary with modest Australian revenue will almost always be taxed at 25%. As your revenue grows toward and past A$50M, you will move to 30% — though by that stage your tax structure will likely have been reviewed by a transfer pricing specialist anyway.

Australia also has thin capitalisation rules, transfer pricing rules, and a diverted profits tax that become relevant as the subsidiary matures and intercompany transactions (royalties, management fees, loans) are introduced. Get specialist tax advice before structuring any intercompany arrangements.

Foreign tech founders have two distinct structural options when creating an Australian presence, and the choice has real legal and tax implications.

Option A — Incorporate a new Australian subsidiary (Pty Ltd)

This creates a fresh, separate Australian legal entity that is wholly (or partly) owned by your overseas parent. It is a distinct taxpayer, has its own share register, and its liability is legally separated from the parent. This is the most common choice for foreign tech companies entering Australia. It gives you clean corporate governance, protects the parent from Australian legal exposure in most circumstances, and is what banks and government agencies expect to see.

Option B — Register your existing overseas company as a foreign company (ARBN)

Under this route, your overseas company directly "registers" to carry on business in Australia, and is issued an Australian Registered Body Number (ARBN). Detailed requirements are set out on the ASIC foreign companies page. You are not creating a new entity — you are extending the existing one. The overseas company must appoint a local agent (must be an Australian resident), lodge a copy of its constitution and financial accounts with ASIC, and comply with ongoing ASIC disclosure obligations.

Key trade-offs:

• The ARBN route does not create a liability firewall — the overseas parent is directly exposed to Australian legal claims against the registered branch.
• The ARBN route can be faster to set up initially (no new company, no share structure), but ongoing compliance is comparable and sometimes heavier (overseas accounts must be lodged with ASIC).
• Most banks will treat a registered foreign company similarly to a Pty Ltd for account-opening purposes.
• Transfer pricing and tax structuring is more complex under the branch model.

For most tech companies, a new Pty Ltd subsidiary is the better long-term choice. The ARBN branch route is typically used for short-term project work, regulated industries with licensing constraints, or where the parent structure makes a subsidiary impractical.

For most foreign tech founders setting up a greenfield Australian subsidiary — i.e. starting a new operating company from scratch, not acquiring an existing Australian business — the Foreign Investment Review Board (FIRB) process is typically not triggered. However, you should understand the framework to avoid surprises as you grow.

FIRB reviews foreign investment in Australia. Key thresholds (updated 1 January 2026) include:

• Standard business investment: A$347M for investors from non-Free Trade Agreement countries; A$1,498M for private investors from FTA partner countries. Exceeding these thresholds when acquiring an Australian business requires FIRB approval.
• National security businesses: A$0 threshold — any acquisition of, or starting, a national security business (defence, critical infrastructure, telecommunications, certain data) requires approval regardless of value. Software companies operating in sensitive sectors should take specific advice.
• A mandatory and suspensory merger clearance regime commenced 1 January 2026, replacing the voluntary ACCC system. Deals meeting the thresholds that proceed without approval are void.

If your market entry is purely organic growth (hiring staff, winning customers), you are unlikely to need FIRB approval. If you plan to acquire an Australian company, joint venture with an existing business, or operate in a sensitive sector, seek FIRB advice early — processing timelines can affect deal timing significantly.

New Zealand is often considered alongside Australia in an ANZ market-entry strategy, and for good reason: it shares a legal heritage, has a highly digitised government services environment, and is frequently used as a "second base" or a lower-complexity first-step for companies testing the broader ANZ market.

Key features of NZ incorporation:

• Companies Office — the NZ equivalent of ASIC — handles company registration entirely online. The statutory fee is approximately NZD 148 including GST. Registration can be completed in a day once you have your documents ready.
• No mandatory resident director requirement — unlike Australia, New Zealand does not require any director to be ordinarily resident in New Zealand. All directors can be non-resident. This is a significant practical advantage for foreign founders who cannot immediately source a local director.
• IRD number — the NZ equivalent of an ABN/TFN, issued by Inland Revenue (IR). Needed before you can pay staff or file tax returns.
• GST registration threshold: NZD 60,000 of turnover in any 12-month period; NZ GST rate is 15%. Source: ScaleSuite NZ subsidiary guide.
• KiwiSaver — NZ's equivalent of Australia's Superannuation. Employer minimum contributions are 3% of gross earnings for enrolled employees (employees may contribute more).
• ACC levy — all New Zealand businesses pay into the Accident Compensation Corporation (ACC) scheme. From 1 April 2026, the earner levy is NZD 1.75 per $100 of liable earnings, with a maximum liable earnings cap of NZD 156,641 for 2026/27.

Using a specialist provider for NZ incorporation (NZD 3,000–10,000 all-in) is common for foreign companies who want a fully compliant setup including shareholder agreements, share register, and IRD registration handled in a single engagement.

There is no universally correct answer, but there are clear patterns among successful foreign tech entrants.

Australia first is by far the most common sequence. Australia is the larger economy (GDP approximately 4× New Zealand), has deeper enterprise tech spending, more VC activity, and a larger pool of experienced tech talent. If you can only resource one entity to start, start in Australia.

New Zealand first makes sense if: you have an existing NZ customer or channel partner; you want to test a fully compliant entity setup before tackling the more complex Australian director and Director ID requirements; or your product is particularly well-suited to NZ government or primary sector verticals.

Both simultaneously is workable but doubles your compliance surface area from day one. Few early-stage companies have the operational bandwidth to set up two payrolls, two GST registrations, two annual returns, and two audit relationships at once. A more sustainable approach is to set up Australia, stabilise operations, then add the NZ entity once Australian operations are generating revenue.

Whichever sequence you choose, ensure your group structure is designed in advance — particularly the ownership chain (who owns the NZ company: the Australian Pty Ltd, or the overseas parent directly?) — because restructuring later has tax and legal costs.

Use this checklist to track your Australian entity setup. Items are sequenced in dependency order.

Pre-incorporation

• ☐ Decide: Pty Ltd subsidiary vs ARBN branch registration (most choose Pty Ltd)
• ☐ Decide: new incorporation vs EOR for first 1–3 hires during setup
• ☐ Identify an Australian-resident director (nominee director service, relocated co-founder, or local partner)
• ☐ Every director commences Director ID application via ABRS — do this immediately; non-residents allow several weeks for paper verification
• ☐ Choose and confirm company name (ASIC register search)
• ☐ Choose registered office address in Australia
• ☐ Engage corporate services provider or solicitor for ASIC lodgement

Incorporation day

• ☐ Lodge ASIC application — receive ACN same day
• ☐ Adopt constitution or confirm Replaceable Rules
• ☐ Issue shares and set up initial share register
• ☐ Prepare and execute any shareholders' agreement

Post-incorporation (week 1–4)

• ☐ Apply for ABN — expect 1–14 days per ATO guidance
• ☐ Apply for TFN — allow up to 28 days
• ☐ Register for GST if turnover will reach A$75,000 (register within 21 days of crossing threshold)
• ☐ Set up PAYG withholding account with ATO
• ☐ Enrol in Single Touch Payroll (STP) before first pay run
• ☐ Select superannuation fund (default fund or company-nominated fund)
• ☐ Open business bank account (allow 4–8 weeks; prepare for KYC on non-resident directors)

Ongoing compliance

• ☐ Confirm payroll tax obligation in your state once wage bill grows toward threshold
• ☐ Lodge quarterly BAS (or monthly if turnover > A$20M)
• ☐ Contribute 12% superannuation per pay run (Payday Super mandatory from 1 July 2026)
• ☐ Annual ASIC review fee — pay on anniversary of registration
• ☐ File company tax return annually with ATO

If you are setting up a New Zealand entity (either simultaneously or after your Australian entity is stable), work through this checklist:

Pre-incorporation

• ☐ Confirm corporate structure: will NZ company be owned by Australian Pty Ltd or directly by overseas parent?
• ☐ Identify at least one director (no NZ-resident requirement — existing foreign directors can serve)
• ☐ Choose company name (NZ Companies Office register search)
• ☐ Decide: DIY via Companies Office portal (~NZD 148 fee) or engage a provider (NZD 3,000–10,000 for full setup)

Incorporation and registration

• ☐ Lodge registration with NZ Companies Office — typically same-day online
• ☐ Apply for IRD number (Inland Revenue) — needed for all tax obligations
• ☐ Register for NZ GST if turnover will exceed NZD 60,000 (rate: 15%)
• ☐ Set up PAYE (NZ equivalent of PAYG) for employee income tax
• ☐ Enrol eligible employees in KiwiSaver (employer contributes minimum 3% of gross earnings)
• ☐ Register with ACC for workplace accident levies

Ongoing compliance

• ☐ File GST returns (typically bimonthly in NZ)
• ☐ File annual income tax return with Inland Revenue
• ☐ Renew company registration annually with Companies Office
• ☐ Pay ACC employer and earner levies as invoiced

No. The Corporations Act 2001 requires at least one director to be ordinarily resident in Australia. If you are the sole director and you live overseas, you are not compliant. You must either appoint a co-director who is resident in Australia (a real individual or a professional nominee director), or physically relocate to Australia yourself. See ASIC's director rules for the full requirements.

If you hold Australian identity documents and can verify via myID (the ATO's digital identity app), the process can be completed in minutes. For non-residents without Australian identity documents, the ABRS paper verification pathway applies: you submit certified copies of foreign passports and other identity documents, and processing takes several weeks. Start this process as early as possible — ideally before you finalise your incorporation timeline.

Only if your annual turnover is expected to reach or exceed A$75,000. According to the ATO's GST registration rules, once you cross that threshold you have 21 days to register or face penalties. Many founders register voluntarily from day one to claim input tax credits on startup costs. In New Zealand, the equivalent threshold is NZD 60,000 and the rate is 15%.

Most early-stage foreign tech subsidiaries will qualify as a "base rate entity" and pay 25% corporate tax — provided aggregated turnover is below A$50 million and no more than 80% of assessable income is passive. If your subsidiary exceeds A$50M turnover or fails the passive income test, the rate is 30%. See the ATO's company tax rate guidance for the full conditions.

For most tech companies, a new Pty Ltd subsidiary is better. It creates a liability firewall between the parent and Australian operations, is cleaner for local banking, grants, and government programmes, and is what investors expect if you raise in Australia. An ARBN branch registration is faster to set up but exposes the overseas parent to Australian legal claims directly, and requires your overseas accounts to be lodged with ASIC annually. Review the ASIC foreign companies guidance if you are considering this route.

It is manageable but often the slowest operational step. Australia's Big Four banks (CommBank, NAB, Westpac, ANZ Bank) require in-person or video KYC verification for directors — non-resident directors face additional identity documentation requirements that can add weeks. Many foreign founders use multi-currency fintech alternatives such as Airwallex, Wise, or Revolut Business to get operational quickly while the traditional bank account is being processed. These platforms support AUD accounts and can receive and send payments in the interim. Plan for four to eight weeks for a traditional bank account if any director is based overseas.