Foreign companies and registered Australian bodies (ARBN)

A foreign company that wants to carry on business in Australia, and an Australian body corporate that is not a company but wants to trade outside its home state, must register with the Australian Securities and Investments Commission and receive an Australian Registered Body Number (ARBN). These entities sit in the same ASIC database as companies but are governed by different rules: they were incorporated somewhere else, ASIC does not hold their constitution or full membership, and the Corporations Act 2001 requires them to lodge only a limited set of information. Knowing where the ASIC record stops, and what you must check in the place of incorporation instead, is the key to reading an ARBN extract correctly.

The two organisation types

Both use an ARBN as their identifier, returned with numberType code ARBN. The API accepts an ARBN wherever an ACN is accepted: pass it as {id} to GET /v1/companies/{id} and the company object has type FNOS or RACN. The free document list, and current, historical and relational extracts purchased with POST /v1/companies/{id}/extracts, are all available for both types, as are image-based charges extract orders. See purchasing.

Sub-classes

The subClass field distinguishes the reporting obligations that apply.

A foreign company in sub-class PUBF should have Form 405 financial statements in its document list each year; an FXPT company will not, and this is normal rather than a lodgement failure.

The local agent

A foreign company or registered body must appoint at least one local agent who is a natural person or company resident in Australia. The local agent is answerable for everything the body is required to do under the Corporations Act and is personally liable for penalties if it defaults. ASIC records the local agent as an office holder with role AG. Foreign companies do not notify their directors to ASIC in the same way as Australian companies, so the local agent is often the only current office holder on the extract, and it is the address for service of documents. Once you hold a purchased extract for the body, the office holders endpoint reads it for free:

curl "https://api.asicapi.dev/v1/companies/009136109/officeholders?role[]=AG" \
  -H "Authorization: Bearer $ASICAPI_KEY"

A local agent can also be a company; its own relationships, read from a relational extract, then list the foreign companies it acts for under rolesHeld[] with role AG. See office holders for the full role table.

Addresses: registered office in Australia and overseas

Two address types exist only for these entities:

An Australian company has a registered office (RG) instead of RP and never has an RO. Read them from the extract you hold with GET /v1/companies/{id}/addresses using type[]=RP&type[]=RO.

What ASIC does not hold

ASIC's printed extract for a registered Australian body carries this note, and the same caution applies in substance to foreign companies:

The Corporations Act 2001 requires only that limited information be lodged for Registered Australian Bodies and it is recommended that a search be also conducted with the appropriate authority in its place of registration.

In practice an ARBN extract will typically not include a members register or share capital, may show directors only as at registration or not at all, and holds no constitution. For a foreign company, the directors, share capital, charges over overseas assets and financial position must be confirmed with the companies registry of the place of incorporation. For a registered Australian body, check the state incorporated associations or co-operatives register. An ARBN extract does reliably tell you that the body is registered to trade in Australia, who its local agent is, where it can be served, when it was registered, and which documents it has lodged.

Balance sheet lodgement

Registered foreign companies must lodge a copy of their balance sheet, cash flow statement and profit and loss statement at least once each calendar year (Form 405), unless they hold relief and fall into sub-class FXPT. The lodged financial statements appear in the document list and can be ordered as an image. Registered Australian bodies lodge an annual verification of their details (Form 406) rather than financial statements.

Example

{
  "object": "company",
  "id": "000000019",
  "acn": null,
  "arbn": "000000019",
  "formatted": "000 000 019",
  "numberType": { "code": "ARBN", "label": "Australian Registered Body Number" },
  "abn": "84000000019",
  "name": "NORTHERN LIGHTS SOFTWARE INC",
  "nameStartDate": "2012-08-14",
  "type": { "code": "FNOS", "label": "Foreign Company (Overseas)" },
  "class": { "code": "NONE", "label": "Does Not Have An Equivalent Australian Liability" },
  "subClass": { "code": "PUBF", "label": "Foreign Company Required To Lodge A Balance Sheet" },
  "status": { "code": "REGD", "label": "Registered" },
  "registrationDate": "2012-08-14",
  "reviewDate": null,
  "deregistration": null,
  "stateOfRegistration": null,
  "placeOfRegistration": "DELAWARE, UNITED STATES OF AMERICA",
  "previousStateNumber": null,
  "controllingJurisdiction": { "code": "ASIC", "label": "Australian Securities and Investments Commission" },
  "governanceType": null,
  "disclosingEntity": false,
  "registeredCharity": false,
  "principalPlace": { "locality": "SYDNEY", "state": "NSW", "postcode": "2000" },
  "formerNames": [],
  "schemeCategories": [],
  "satisfiedChargesExtractSize": null,
  "meta": { "billable": false, "product": null, "requestId": "req_01J9G4Z1A3N5T8" }
}

The class code NONE, "Does Not Have An Equivalent Australian Liability", is common for foreign companies whose home-country structure does not map onto limited by shares, limited by guarantee or unlimited liability. placeOfRegistration names the incorporating jurisdiction, and stateOfRegistration is null because the body was not registered by an Australian state.