Annual Company Reviews

As part of Corporations Regulations, every company must ensure that all information contained in the Australian Securities and Investments Commission (ASIC) database is correct at all times.

The annual review process

ASIC will send out an annual statement package on the company’s review date consisting of:

	A statement showing the company details as recorded on the ASIC database
	An ASIC invoice for the annual review fee.

You will need to review the details on the ASIC statement including: directors, secretary, shareholders, registered office etc. If they are correct, no documents need to be lodged with ASIC. However, you will still need to pay the Annual Review fee of $212, due within two months of the review date.

At the time of the Annual Review, the directors will also need to pass a solvency resolution (see below).

Your review date

This is normally the anniversary of when your company was incorporated. This date can be found on the company’s certificate of incorporation or on the ASIC website.

For a fee of $33, you can also apply to change your review date to a date of your choice. This may be advantageous if you have a number of companies and you want to use a common review date.

The solvency resolution

Within two months of the review date, the directors need to pass a solvency resolution. This is a resolution, signed by the directors, to confirm that the company has the ability to pay its debts as and when they fall due. If a positive solvency resolution is made, no further documents need to be lodged in regard to solvency.

If the directors are unable to pass a positive solvency resolution (that is the company appears to be insolvent) a Form 485, ‘Statement in Relation to Company Solvency’, needs to be lodged with ASIC within seven days of the date of the resolution.

You should contact us for further discussion if you are unsure regarding the circumstances of your company.

Change to company details

Company directors are responsible for informing ASIC of changes to the following information throughout the year:

	Officers i.e. directors, secretaries & principal executive officer
	Shareholders
	Address of registered office and principal place of business
	The ultimate holding company
	Issues, transfer and cancellations of shares.

If the details in the annual statement package are incorrect, a Form 484, ‘Change to Company Details’ must be lodged with ASIC. If you have a notifiable change, we recommend that you contact Saward Dawson to complete the form on your behalf. You will need to keep ASIC informed of these changes and ensure that their database is up to date.

The current provisions allow 28 days to notify ASIC of the most likely events such as changes in addresses and directors’ details. Note that late lodgement penalties will apply if this form is not lodged within the required time (see below).

Late Penalties

Late penalties will be levied on forms lodged later than 28 days after the relevant change and if the annual review fee is not paid within two months of the review date. A late fee of $65 applies for delays up to one month after these deadlines. After one month, the late fee is $270, accumulating every year.

The ASIC website www.asic.gov.au also has useful information.

Published : 18 September 2008