Checklist for registered companies and their officers

How to advise us of changes as they occur

Annual information updates

Late fees

More information

This checklist is designed to assist officeholders of registered companies meet their obligations under the Corporations Act 2001 (Cth) (Corporations Act) to keep their company details up to date on the register.

If your company is registered as a charity with the Australian Charities and Not-for-Profits Commission (ACNC) some of your reporting obligations to ASIC will no longer apply. See here for details.

See also:

Foreign companies

Registered Australian Bodies

There are two ways for you to ensure your information is up to date and accurate.
  • You should advise us of changes to details about your company by lodging the appropriate form as soon as possible after the change occurs. Most changes should be advised within 28 days and involve no lodgement fees—see table below.

  • You should also check the annual statement we send you each year to ensure the details recorded are correct. If they are not you should update them.

If we suspect that the information recorded for your company on our corporate register is not complete or correct we may send you a Return of particulars that you will be required to respond to. See Information Sheet 7 Are your company details up to date? (INFO 7) for information about this process.

How to advise us of changes as they occur

Through our online service

A director or secretary of a company can advise us about most changes to their company’s details using our online service.

What you need to tell us and how

The following table lists the information you need to tell us and the form to use.

Officeholders

Appointment or cessation of officeholder

Change to company details (Form 484 - online)

You must tell us within 28 days when a new director, secretary or alternate director is appointed, or when a current one ceases.

If the officeholder has already told us that they have ceased (see ‘Resignation or retirement of officeholders’ below) then your company need not notify us of the cessation of this officeholder.

When an alternate director is appointed, an end date for the appointment may be notified at the same time. The terms of appointment of the alternate director form part of the notification of appointment.

Change to name or address of current officeholders

Change to company details (Form 484 - online)

You must tell us within 28 days when there is a change to the name or residential address of a director, secretary or alternate director, or if the cessation date of an alternate director is changed.

Resignation or retirement of officeholders

Notification by officeholders of resignation or retirement (Form 370)

A director or secretary may give notice to us of their own resignation or retirement, by lodging a Notification by officeholders of resignation or retirement (Form 370) at any time after their date of cessation. A copy of their letter of resignation sent to the company must be submitted with the form.

Top 20 proprietary company members

Change to details of shares held by a top 20 proprietary company member

Change to company details (Form 484 - online)

You must tell us of changes to the details of the shares held by any of the top 20 members in each class of shares issued by a proprietary company, by lodging a Change to company details (Form 484 - online) within 28 days of the date of change. Changes may result from the company issuing or cancelling shares, or a member transferring or acquiring more shares.

Change to name or address of a top 20 proprietary company member

Change to company details (Form 484 - online)

You must tell us within 28 days when the name or address of a top 20 member of a proprietary company changes.

Shares

Share issue

Change to company details (Form 484 - online)

You must tell us within 28 days when your company issues shares by lodging a Change to company details (Form 484 - online).

Share cancellation

Change to company details (Form 484 - online)

When a company cancels shares you must tell us within 28 days of the date of cancellation.

Registered office

Change of registered office or principal place of business Change to company details (Form 484 - online)

You must tell us within 28 days of a change to your company's registered office address or principal place of business.

The company's registered office and principal place of business must be a physical address. If notices are served to the company, they will be delivered in person, or by post to the physical address.

Change of office hours Letter: no prescribed form

For a public company, you must tell us of any change in office hours before the change occurs. The registered office of a public company must be open to the public each business day from at least 10 am to 12 noon and 2pm to 4pm; or for at least 3 hours between 9am and 5pm.

Change of company name

Change of company name Notification of resolution (Form 205)

If you wish to change your company’s name, the members of the company must pass a special resolution adopting a new name. Details of the special resolution must be lodged on a Notification of resolution (Form 205) within 14 days of the resolution being passed. The Notification of resolution (Form 205) should be accompanied by the prescribed fee. We will change the company name provided that the proposed new name is available. The change of name takes effect on the day we process the name change and issue a Certificate of Registration showing the change of name.

Note: For further information, refer to Information Sheet 16 Changing a company name (INFO 16).

Ultimate holding company

Ultimate holding company of proprietary company Change to company details (Form 484 - online)

For a proprietary company, you must tell us within 28 days when another company becomes or ceases to be your company’s ultimate holding company, or if the ultimate holding company changes its name.

Annual information updates

Annual statement

We will send your company an annual statement package each year within a few days after its review date. For most companies the review date will be the anniversary of their date of registration.

We will send your company’s annual statement package to one of the following:

  • your online inbox if you have registered to use our online lodgement system
    • the address of your registered agent if you have appointed one
      • your nominated mailing address if you aren’t registered to use our online lodgement system, or
        • your company’s registered office address if none of the above apply.

        If you have not received your annual statement within five days after the review date you should contact us.

        The annual statement package will contain a covering letter, a Company Statement and an invoice statement. Information that is held on our register about your company is printed on the Company Statement. You must review this information to see if it is correct. If the information is not correct, you must tell us of any changes within 28 days after the issue date of the Company Statement. In most cases you can tell us about the changes by completing a:

        • Change to company details (Form 484 - online) - for notifiable changes or
        • Request for correction (Form 492) - for minor detail corrections.

        The Company Statement may also contain a request for you to provide additional information. You must respond to that request regardless of whether other information on the Company Statement is correct or not. The response is to be made on a Change to company details (Form 484 - online).

        The invoice statement will show the annual review fee that the company must pay within two months after its review date. The annual review fee must be paid regardless of whether the information on the Company Statement is correct or not.

        For more information see Information Sheet 3 Annual statements and late fees (INFO 3).

        Solvency resolutions

        The directors of a company must also pass a solvency resolution within two months of the review date each year. This requirement does not apply if a company has lodged a financial report with ASIC within 12 months before its review date.

        • If the directors pass a negative solvency resolution, (i.e. they are of the opinion that there are not reasonable grounds to think the company will be able to pay its debts) the company must lodge a Statement in relation to company solvency (Form 485) within seven days of the resolution is passed.
          • If the directors do not pass a solvency resolution within the required two-month period from the review date, the company must lodge a Statement in relation to company solvency (Form 485). The Statement in relation to company solvency (Form 485) must be lodged within seven days from the end of the two-month period following the company’s review date.
            • The company need not lodge anything with us when a positive solvency resolution is passed. Payment of the annual review fee will be taken by ASIC as a representation by the directors that they believe that the company is solvent.

            Copy of financial statements and reports (Form 388)

            If your company is required to lodge financial statements and reports, it will need to do so together with a Copy of financial statements and reports (Form 388) after the end of each financial year.

            You must lodge this information:

            • within three months from the end of the financial year if your company is a disclosing entity; or
              • within four months from the end of the financial year otherwise.

              The Copy of financial statements and reports (Form 388) is also used to tell us of the appointment of an auditor.

              This form is available for online lodgement through:

              • the registered agent and company officeholder and auditor portals; or
                • Standard Business Reporting (SBR) enabled accounting software. For generic information about SBR refer to www.sbr.gov.au; for information specific to SBR lodgement with ASIC, refer to www.asic.gov.au/sbr.

                For a list of fees payable on commonly lodged documents, see Information Sheet 30 Fees for commonly lodged documents (INFO 30).

                Late fees

                Even when there is no fee for the lodgement of a form (e.g. Change to company details (Form 484 - online)), there may be a late fee payable if it is lodged late. There are three different types of late fees that can be charged.

                • Late lodgement fee—Some information must be lodged with us on a form or document within a certain time period. If it is lodged after that period we will charge you a late lodgement fee.
                  • Late review fee—If you don’t tell us about information on your company’s annual statement that is either missing or no longer correct until more than 28 days after the issue date, we will charge you a late review fee. This does not include minor corrections to existing information (e.g. spelling or typographical errors).
                    • Late payment fee—If your company’s annual review fee is paid more than two months after its review date, we charge you a late payment fee.

                    A late lodgement fee and a late review fee may both apply to a form that is lodged late. However, each of the late fees would only be charged once if there is late notification of multiple changes on the form.

                    When a prescribed form is lodged, or a review fee is paid, or changes in response to an annual statement are made:

                    • up to one month after the period specified—a late fee of $76 applies, or
                      • more than one month after the period specified—a late fee of $316 applies.

                      More information

                      INFO 79 Your company and the law

                      This is Information Sheet 20 (INFO 20), reissued in July 2016. Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.

                       

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                      Last updated: 01/07/2016 07:38