ABN是一组11位的数字（通常是公司的ACN加另外两位数字），由澳大利亚税务局（ATO）管理并用于税收。 没有ABN的后果可能是很严重的。例如，当一个供应商在其发票上未引用其ABN时，买方将预扣其应付给该供应商的金额的49％（所得税的最高税率加国家医疗保险（Medicare ）征费再加三年的“临时预算修补”征费），并将其支付给ATO。这笔款项只有在供应商提交纳税申报单后才会被退回给该供应商（如果该供应商不须按照49%的税率纳税）。
【Doing Business in Australia 2015】IV — Setting up in Australia
Our readers may have already read our "Doing Business in Australia" series of articles posted before. Recently quite a few relevant facts and policies have been updated. Hence we have produced a new version. You will be able to receive the updated articles about "Doing Business in Australia" in the coming weeks.
Setting up in Australia
The procedure for setting up a limited liability company, either a proprietary or public (not listed) company, is straight forward, with the relevant forms required to be lodged with ASIC (usually by an incorporation agent). Australian companies must have a registered office in Australia as well as director/s and a secretary that reside in Australia (a secretary is mandatory for a public company and usual, but not compulsory, for a proprietary company).
Registered Foreign Company
As mentioned above, companies incorporated outside Australia or incorporated bodies that do not have their principal place of business in Australia may carry on business through an Australian branch (by registering the foreign company through ASIC) or subsidiary (by registering a new company through ASIC).
The procedure to register a foreign company is slightly more onerous than establishing a new company in Australia as a subsidiary, as the foreign company must lodge an application form with ASIC together with other documents (including its constituent documents). In addition, a foreign company establishing a branch must have a registered office in Australia and appoint a local agent (who may be a natural person or company in Australia) to represent the company. The agent is responsible for the company’s compliance with the Corporations Act and is personally liable for any contravention of the Corporations Act.
Once registered, a foreign company must lodge copies of its financial statements at least once in every calendar year and at intervals of not more than 15 months , comply with various notification obligations, is given the power to hold land under the Corporations Act and may sue and be sued under Australian law.
A person may reserve a business name that is not identical to one already reserved or registered, not included in the National Business Names Register and not otherwise considered to be unacceptable. It is also prudent to conduct an IP Australia Trade Mark check to confirm if a proposed business name is the same or similar to a registered trademark.
Unless a company’s business name is the name of the individual operating the company, the company must register the business name through ASIC under the National Business Names Register.
ACNs, ARBNs and ABNs
On registration, all companies are given a nine digit Australian Company Number (ACN) which must be quoted on all company publications, cheques, invoices and other official documents.
An Australian Registered Business Number (ARBN) is the equivalent of an ACN but is allocated to entities, other than Australian companies, when they are registered with ASIC. This includes foreign companies.
All companies which trade in Australia must register for an Australian Business Number (ABN) under the Australian tax system.
The ABN is an 11 digit number (usually the ACN of a company with two further numbers added), maintained by the Australian Tax Office (ATO) for tax purposes. The consequences for not having an ABN can be serious. For example, when a supplier fails to quote an ABN on their invoice, the purchaser is required to withhold 49% (being the top marginal rate of income tax plus the national healthcare (Medicare) levy and three year ‘temporary budget repair levy’) of the amount payable to the supplier and remit that amount to the ATO. This amount will then only be credited back to the supplier on lodgement of their tax return (presuming the supplier not to be subject to the 49% rate of tax).
Australian Securities Exchange (ASX)
The ASX is the primary Australian Securities Exchange that has markets trading in equities, derivatives, futures and fixed interest securities. The ASX is the second largest securities exchange in the Asia-Pacific and operates under self-imposed rules (Listing Rules) aimed at protecting shareholder rights, ensuring major decisions are not taken without consulting members, as well as setting out the continuous disclosure obligations of the listed companies.
Registered foreign companies listed on an approved foreign exchange may apply for an ASX foreign exempt listing if they satisfy a specific profits test or net tangible assets test set out in the Listing Rules. The profits test requires, among other matters, that the foreign entity has operating profit before income tax for each of the three years before listing of at least $200 million, while the net tangible assets test requires, among other matters, that the foreign entity have net tangible assets of at least $2 billion at the time of listing. These companies are not required to comply with ASX Listing Rules, but instead must continue to comply with the rules of the foreign exchange on which they are listed and must provide to the ASX a range of documents and reports on an on-going basis.
If a company does not meet the foreign exempt listing requirements, it may apply for listing but will be required to establish an Australian securities register, appoint a local agent and comply fully with all applicable ASX Listing Rules.
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To view our previous news for Chinese investors and various articles in relation with the topic ‘Doing business in Australia’, please click the button on the upper-right hand corner on our WeChat platform, and choose ‘view history’. The contents include:
Business set up in Australia, business structures,company administration, etc.
Background information of Australia, including Australian government, legal system, and business structures, etc.
Laws and regulations in various common areas, including protection of technology and intellectual property, anti-trust and consumer law, contract law, business migration, real property, public takeovers, and electronic commerce etc.