Do I Need To Inform ASIC About Changes To My Proprietary Limited Company?

You have successfully registered your company and you have been running your business for a period of time. You now wish to change the company’s name and address – now what?

There are certain changes to your company that you must inform the Australian Securities and Investments Commission (ASIC) about. You must inform ASIC when details of the following change:

•   company officeholders;
•   share details;
•   company addresses;
•   company name; or
•   company type.

The reasoning behind the requirements to notify ASIC of important changes to your company is that it is a requirement of company registration that certain details of your company be publicly available. It follows that if these details change, they must be updated so members of the public can be kept informed of the basic details of the companies they have an interest in.

Changing Company Officeholder Details

If the residential address of a company officeholder changes, ASIC must be notified using Form 484 within 28 days of the change occurring.

Form 484 is available for download and can be either submitted electronically or posted to: The Australian Securities and Investments Commission, PO Box 4000, Gippsland Mail Centre VIC 3841.

Changing Company Share Details

If changes occur to a company’s share details, a special resolution is usually required. ASIC must be notified of the following special resolutions that change share details:

• issuing preference shares with appropriate rights attached (unless the company’s constitution already provides for it) – Form 484
• conversion of ordinary shares into preference shares – Form 211
• selective reduction of share capital – Forms 2205 and 2560
• shareholder approval for selective buy-back of shares – Form 280

Changing Company Addresses

For a proprietary limited company, you may have more than one address which is relevant for ASIC notification purposes.

You must notify ASIC when there is a change to the company’s address for its registered office, principal place of business or where there is a change to a company officeholder’s residential address or a shareholder’s residential address. Form 484 is used to notify ASIC of this change.

Changing the company name

A company’s name can be changed after registration, providing that the new name is available and is acceptable for registration. If you wish to make sure that another person cannot take your intended name before you are ready to register it, you can reserve it by lodging a Form 410 Application for reservation of a name, with the prescribed fee of $45.

A company’s name is changed through a special resolution and Form 205 is used to notify ASIC of this special resolution. This form must be lodged within 14 days of the company passing the special resolution and the lodgment fee for notifying a change of company name is $377.

Changing the company type

During the life of the company, it may be appropriate to change the company’s type, perhaps because the nature of the company has altered so much that the existing type is no longer suitable. Only certain changes are allowable, for example:

•   changing a proprietary limited company to an:
  • unlimited proprietary company;
  • unlimited public company; or
  • public company limited by shares.
•   Unlimited proprietary company to a:
  • proprietary company limited by shares (but only if, within the last 3 years, it was not a limited company that became a limited company);
  • public company limited by shares (but only if, within the last 3 years, it was not a limited company that became an unlimited company); or
  • unlimited public company.

To change the type of company, a special resolution must be passed.

Form 205 Notification of resolution and Form 206 Application for change of company type must then be lodged with ASIC. ASIC then publishes a notice of change in the Commonwealth Gazette and one month after the notice is published, the change to the company type takes place.

Penalties

If ASIC requires notification of a change to company details using a specific form within a certain timeframe, there can be penalties for late lodgment.

For example, Form 484 must be lodged within 28 days to notify ASIC of a change to officeholder’s details and company addresses. A fee of $74 is charged for receipt of the form if it is up to one month late and a fee of $308 applies if the form is received and it is over one month late.

Conclusion

It is important to make sure you are aware of the changes to your company that ASIC must be made aware of. You should also make note of the time limits to lodging a form with ASIC, as penalties apply for late receipt of the relevant forms. Contact LegalVision on 1300 544 755. Our business lawyers would be happy to assist.