The Australian Securities and Investments Commission (ASIC) is an independent government body regulating Australian companies’ conduct. A company must keep in compliance with ASIC’s rules to maintain its registration. Your company must likewise ensure proper recordkeeping and corporate governance. This article will explain the nature of your company’s ASIC obligations.
Registered Office and Principal Place of Business
All companies in Australia must set up a registered office and principal place of business. A company’s Registered Office is where ASIC will send all correspondences, including notifications and other official documents. You must also provide your company’s Principal Place of Business Address to ASIC. This is the address where your company ordinarily conducts its business. Companies must provide these addresses upon incorporation and update ASIC of any changes.
In the spirit of transparency, ASIC publishes your company’s Registered Office Address and Principal Place of Business Address to its registers. If your business is located at your residential home, you can use a registered office address service to avoid disclosing your home address.
Provide Company Officeholder Details
Your company must disclose to ASIC the details of all directors and company secretaries (together, Officeholders) of the business. These details include the Officeholders’:
- full names;
- date of birth;
- place of birth; and
- residential address.
Update ASIC of Any Changes
Company Officeholders must notify ASIC of any relevant company details changes. Common relevant changes include changes to your company’s:
- Registered Office Address and Principal Place of Business Address;
- Officeholders (via appointment or removal);
- share structure (including the issue of new securities or transfer of existing shares); and
- shareholders.
Other relevant changes may include:
- company name;
- company type;
- company resolutions;
- Officeholder and shareholder details (such as a change in name or residential address).
Generally, you must notify ASIC within 28 days of the change. Otherwise, ASIC may levy late lodgement fees against your company. As at the date of publication of this article, those fees are as follows:
- $87 for up to one month late;
- $362 for over one month late.
The ASIC has different lodging timeframes depending on the changes in question. If you are unsure which timeframes are relevant, speak with your lawyer or contact ASIC directly to confirm.
Updates must be lodged with ASIC via the ASIC portal online. Read more on how to update your company details with ASIC.
Maintain Financial Records
A company must keep up-to-date financial records and statements which accurately reflect the company’s financial position and performance. To do this, it must, in turn, document its transactions.
According to ASIC, financial records and statements can include (but are not limited to):
- invoices;
- receipts;
- cheques;
- books of prime entry;
- working papers and other financial documents;
- profit and loss statements;
- balance sheets.
Additional reporting obligations apply to larger companies, including the requirement to lodge financial reports with ASIC.
Section Corporations Act 2001 (Cth) requires companies to keep financial records for a minimum of seven years from the date of all transactions. You can keep these records electronically provided you can convert them into hardcopy (i.e., they are printable). Officeholders are responsible for providing copies of these records to auditors or anyone entitled to inspect the records, such as your company’s shareholders.
Pay ASIC Fees
A company must pay any fees owed to ASIC when they become due. Fees may include company registration and renewal fees, annual review fees, late fees and lodgement fees for certain forms.
If you are a company director, complying with directors’ duties are core to adhering to corporate governance laws.
This guide will help you understand the directors’ duties that apply to you within the Australian corporate law framework.
Review the Company’s Annual Statement
The ASIC issues Australian companies an annual statement each year. Officeholders must review this annual statement to ensure that all the details listed are up to date and correct. Any company details changes must be lodged with ASIC, and the annual review fee must be paid. The directors of the company must also pass a resolution that the company will be able to pay its debts when they are due. This is called a solvency resolution.
Key Takeaways
Australian companies must maintain compliance with ASIC’s rules and regulations in addition to any applicable Australian laws in order to maintain their registration with ASIC and avoid fees and penalties. If you are uncertain about your legal obligations as a company Officeholder and concerned about meeting your obligations to ASIC, make sure you get trusted professional advice. Your legal team and accountant will be able to assist you with corporate compliance. If you require assistance with your ASIC obligations, contact LegalVision’s business lawyers on 1300 544 755 or fill out the form on this page.
Frequently Asked Questions
Generally, you must keep ASIC informed of any changes to your company, such as its address, share capital, or shareholders.
The ASIC will deregister your company if it fails to comply with its rules.
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