Establishing a Food & Beverage Business in Australia — A Legal Checklist for Asian Operators

By Robinsons (AU) Pty Ltd  |  March 2026  |  Estimated reading time: 9 minutes

⚠ DISCLAIMER: This article is for general informational purposes only and does not constitute legal advice. Laws and regulations change frequently and their application varies with individual circumstances. You should always seek independent legal advice specific to your situation before taking any action. Robinsons (AU) Pty Ltd accepts no liability for reliance on the contents of this article.

Australia’s food and beverage sector is one of the most dynamic — and most regulated — industries in the country. For operators and investors from Hong Kong and Greater China entering the Australian market, the regulatory environment presents distinct challenges: a mandatory franchising code that has been substantially rewritten from 1 April 2025, employment laws that carry significant penalties, food safety requirements, and a leasing environment quite different from Hong Kong.

At Robinsons (AU) Pty Ltd, our principal solicitor Mr Alun Pang spent six years as Legal Counsel at Hong Kong Maxim’s Group — the largest F&B operator in Hong Kong — advising on franchise agreements, joint ventures, and commercial leases across Asia. This article draws on that in-house experience to provide a practical legal checklist for Asian operators entering Australia.

1. Choosing Your Business Structure

The first legal decision is how to structure your Australian business. The choice affects taxation, liability, FIRB requirements, and future exit options.

Structure	Liability	Tax Treatment	Best For	Key Consideration
Sole Trader	Unlimited personal liability	Income taxed at personal rates	Testing the market	No separation of personal assets
Company (Pty Ltd)	Limited liability	Corporate rate (25–30%)	Established operators	ASIC registration required; directors’ duties apply
Partnership	Joint liability	Partners taxed individually	Joint ventures between individuals	Disputes can be complex
Unit Trust	Trustee personally liable	Distributed to unit holders	Investment structures	Commonly used by HK investors for flexibility
Joint Venture Co.	Limited (company)	Corporate rate	50/50 partnerships, franchise master arrangements	Shareholders’ agreement essential

For most Asian operators establishing a restaurant or F&B brand in Australia, a Proprietary Limited (Pty Ltd) company is the most common and appropriate structure. For foreign investors entering Australia with a local partner, a company with a carefully drafted shareholders’ agreement is strongly recommended.

2. The New Franchising Code of Conduct — Major Changes from 1 April 2025

Australia’s Franchising Code of Conduct — the mandatory regulation governing all franchise relationships — was comprehensively remade on 1 April 2025. This is the most significant change to Australian franchise law since 2014 and directly affects any operator entering Australia through a franchise arrangement.

NEW FRANCHISING CODE — KEY FACTS

• New Code effective: 1 April 2025 (Competition and Consumer (Industry Codes – Franchising) Regulations 2024)

• Additional provisions effective: 1 November 2025

• Governs: ALL franchise agreements entered into, renewed, extended or transferred on/after 1 April 2025

• Regulator: Australian Competition and Consumer Commission (ACCC)

• Maximum penalty: 600 penalty units = A$198,000 per contravention

• Source: ACCC; Treasury.gov.au; ICLG Franchise Laws 2026

Key Changes Under the New 2025 Code

1. Franchisees must be given a reasonable opportunity to make a return on their investment — this is now mandatory for all franchise agreements from 1 November 2025 (previously only for vehicle dealerships)
2. Termination grounds clarified — franchisors may now terminate on 7 days’ notice for insolvency, criminal convictions, and serious breaches of the Fair Work Act or Migration Act
3. Restraint of trade clauses are banned if a franchise agreement expires and the franchisee seeks renewal
4. The Australian Small Business Ombudsman can publicly ‘name and shame’ franchisors who fail to engage in alternative dispute resolution (ADR)
5. Franchisor must not require franchisee to initiate legal proceedings outside the franchisee’s own jurisdiction
6. Disclosure documents must be updated to comply with the new Code for any agreements entered into after 1 April 2025

For Asian franchisors entering Australia (for example, bringing a bubble tea, hot pot, or ramen brand to market), the 2025 Code imposes substantial disclosure and compliance obligations before you can appoint a single Australian franchisee. Legal advice before you enter the market is not optional.

3. Commercial Leasing — Key Differences from Hong Kong

Commercial leases in Australia operate very differently from Hong Kong. The following differences are critical:

Feature	Hong Kong	Australia (NSW)
Typical term	2–3 years	3–10 years (F&B often 5+2+2 or 5+5)
Rent review	Market review at renewal	CPI or fixed % increases; market review less common
Security deposit	2–3 months rent	Bank guarantee or cash (3–6 months typical)
Make good obligation	Defined in lease	Often extensive — return premises to original condition
Land Lord Tenant Ordinance	Cap 7 — relatively short	Retail Leases Act (NSW) — extensive lessee protections
Stamp duty on lease	Generally payable	Not applicable in NSW for leases
DA/fitout approval	Less complex	Development Approval (DA) often required for fitout

In NSW, retail leases are regulated by the Retail Leases Act 1994. Landlords must provide a disclosure statement at least seven days before the lease is entered into. Failing to comply entitles the tenant to rescind the lease within certain periods. Key provisions are non-negotiable even if the lease document says otherwise.

Common traps for Asian operators: underestimating ‘make good’ costs at the end of a lease (which can easily reach A$50,000–150,000 for a fitted-out restaurant); failing to negotiate adequate fitout contributions from the landlord; and not understanding how rent review mechanisms compound over a long lease term.

4. Food Safety and Licensing

In Australia, food safety is primarily regulated at the state level, with national standards set by Food Standards Australia New Zealand (FSANZ) through the Food Standards Code. In NSW, the key legislation is the Food Act 2003.

• All food businesses must be registered with their local council before trading
• A Food Safety Supervisor must be appointed for most food businesses — this person must hold a nationally recognised Food Safety Supervisor certificate and be physically present at the business or contactable at all times
• HACCP-based food safety management systems are required under Standard 3.2.1 for certain categories of food business
• Inspection by council environmental health officers can occur at any time — penalties for non-compliance include fines, business closure, and public ‘name and shame’ publication
• If importing food products from Asia (including sauces, marinades, or specialty ingredients), Australian Border Force import requirements and FSANZ standards must be met

5. Employment Law — Non-Negotiable Obligations

Australian employment law is complex and carries significant financial penalties for non-compliance. For operators from Hong Kong, where employment conditions are generally less prescriptive, this is a critical area of risk.

Obligation	Key Requirement	Penalty for Breach
Minimum wage	National Minimum Wage A$24.10/hr (2025); higher rates under the Restaurant Industry Award	Up to A$93,900 per contravention (companies)
Penalty rates	Higher rates for evenings, weekends, public holidays — mandatory under Modern Awards	Same as above
Superannuation	11.5% employer contribution (2025); rising to 12% by 2026	ATO recovery; penalties
Fair Work Act	Unfair dismissal, general protections, adverse action	Significant compensation and penalties
Migration Act	Cannot employ workers without valid work rights	Criminal penalties; loss of sponsorship licences
Payslips	Itemised payslips required within 1 working day of pay day	A$9,390 per breach (individuals)

Note: The Restaurant Industry Award (HOSPO Award) is the applicable Modern Award for most F&B businesses in Australia. Rates are updated annually on 1 July. Always check the current rates at fairwork.gov.au.

6. Intellectual Property — Protecting Your Brand

For operators bringing an established brand from Hong Kong or Asia to Australia, trade mark registration in Australia is essential and separate from any registration you hold in Hong Kong, China, or elsewhere.

• Register your trade mark with IP Australia before launching — registration takes approximately 7–10 months and costs from A$250 per class
• Conduct a clearance search before investing in a brand rollout — a conflicting prior registration can force a costly rebrand
• For franchise arrangements, trade mark licences must comply with the Trade Marks Act 1995 and be properly documented
• Domain names (.com.au) should be registered early — Australian rules require an Australian Business Number (ABN) or Australian registered company

7. Practical Checklist — Before You Open

• Choose and register business structure (ASIC)
• Register for ABN, GST (if turnover > A$75,000), PAYG withholding
• Obtain FIRB approval if foreign investment thresholds are triggered
• Negotiate and execute commercial lease (with legal review)
• Register food business with local council
• Appoint qualified Food Safety Supervisor
• Register trade mark with IP Australia
• Draft franchise agreement (if franchising) compliant with 2025 Code
• Set up compliant payroll, superannuation and Fair Work processes
• Obtain public liability, product liability, and workers’ compensation insurance
• Prepare franchisee disclosure documents (if franchising)

8. How Robinsons (AU) Pty Ltd Can Help

Our firm has genuine, in-house F&B legal expertise built from years of advising Hong Kong Maxim’s Group, one of Asia’s largest food and beverage operators. We understand the commercial realities of running a restaurant and the specific legal issues that face Asian operators entering the Australian market.

We advise in English, Cantonese and Mandarin. Contact us at service@robinsons.com.au or [PLACEHOLDER] to discuss your entry into the Australian F&B market.

Sources & References:

• ACCC: Franchising Code of Conduct (April 2025 and November 2025 amendments)

• ICLG: Franchise Laws and Regulations — Australia 2026

• Food Standards Australia New Zealand (FSANZ): Food Standards Code

• Fair Work Commission: National Minimum Wage Order 2025

• Retail Leases Act 1994 (NSW)

• Competition and Consumer (Industry Codes – Franchising) Regulations 2024