A registered company must meet certain requirements by law. One of these requirements is to notify the Australian Securities and Investment Commission (ASIC) of any changes to your company’s details within certain time periods. This article will cover the changes a company must notify ASIC of and how to do so.
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.
Changes That ASIC Needs to Know
It is important from a public policy perspective that the public can access accurate and up-to-date information about a company. As such, a company must inform ASIC of certain changes, including:
- appointment or cessation of an office holder;
- retirement of officeholders;
- changes to the addresses of current officeholders;
- changes to details of shares and shareholders, including share transfers;
- share issue and cancellation;
- change of registered office;
- change of company name; and
- change of ultimate holding company.
How to Inform ASIC
You must notify ASIC of the above types of changes by lodging an ASIC Form 484 – Change to company details. Lodging this form is now only available online except in certain circumstances. To lodge this form, the company must have registered for online services. Alternatively, a company’s registered agent can lodge Form 484 on the company’s behalf.
Form 484 is only relevant for common changes to company details (as listed above). For more complicated changes, like changes to a company name or to issue/cancel shares, you need to find the correct form through the ASIC website. Using the correct form is essential, or you risk ASIC rejecting it. It means you will have to submit it again or lodge a different form. In the latter case, the company may miss relevant timeframes and incur late fees.
Also, for some changes, other documents or approvals may be necessary. For example, you might need to:
- pass a special resolution of the shareholders; or
- obtain signatures or approvals from the company.
Typically, evidence of these additional approvals will need to be filed with ASIC along with the relevant form.
Continue reading this article below the formFailing to Notify ASIC
The Corporations Act 2001 (Cth) requires officeholders of a company to inform ASIC of certain changes. If you fail to do so, ASIC will most likely send you a letter with certain requests you must follow. Failing to respond to the letter, ASIC may take further action, including:
- sending further warning letters;
- issuing notices;
- taking court action; or
- deregistering your company.
Time Periods and Late Penalties
Each ASIC form will set various time periods for filing. You can view these on the ASIC website.
For example, for changes covered by ASIC Form 484, the lodging period is 28 days from the date the change occurs. There are no fees for filing this form. However, if you miss the lodging period, there are late fees of (at the time of writing):
- $87 if your application is up to one (1) month late; and
- $362 if it is over one (1) month late.
However, time periods and late fees vary from form to form. It is best to check on the ASIC website to avoid attracting late penalties.
Key Takeaways
Company officeholders have an obligation to inform ASIC of certain changes to the company. Otherwise, you risk implications for the company and the officeholders. Therefore, keeping up to date on relevant lodgement forms and prescribed time periods is essential to avoid delays and late penalties.
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Frequently Asked Questions
There are several changes within your company that you must tell ASIC. Some common examples are changes in officeholders, the issue and transfer of shares, and any changes to your company address.
There are a number of ASIC forms to notify ASIC of changes to the company. Some can be submitted online (like an ASIC Form 484), and others require the form to be mailed to ASIC.
There can be significant implications for the company and the director if they fail to notify ASIC. For submitting late, there are late fees which differ depending on how late the form is submitted and what form it is.
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