Summary
- Companies must notify ASIC of certain changes to their details, including changes to addresses, directors, share structure, and members, within 28 days of the change taking effect.
- Failing to notify ASIC on time can result in late fees of $96 for lodgement up to one month late, or $401 for lodgement over one month late.
- Before notifying ASIC, companies must complete internal governance steps, including passing relevant resolutions, updating internal registers, and reviewing the company constitution and shareholders’ agreement.
- This article is a plain-English guide to lodging ASIC Form 484 for company directors and business owners operating in Australia, produced by LegalVision, a commercial law firm.
- LegalVision specialises in advising clients on corporate compliance and company law obligations.
Tips for Businesses
Keep your corporate key secure and ensure internal governance steps are completed before lodging Form 484. Update all internal registers and pass any required resolutions first. Set a reminder system to track the 28-day notification window, as late fees apply regardless of whether the oversight was intentional.
When running a company, changes to company details are inevitable. You must notify the Australian Securities and Investments Commission (ASIC) when key details change, such as your registered office address or director information. Failing to keep ASIC informed can have serious consequences for your company.
You must notify ASIC of specific changes through the online “Change to Company Details” transaction, commonly referred to as Form 484. In the past, Form 484 was submitted by post. However, from November 2015, all changes to company details must be made online using ASIC’s online form manager.
This article outlines when Form 484 is required, how to lodge it, and the internal governance steps business owners should take before notifying ASIC.
Changes to Company Details
You must submit an ASIC Form 484 when you are:
- changing the company address;
- appointing or removing a director or secretary;
- adding or removing an ultimate holding company;
- changing your share structure;
- changing the members of the company; or
- transferring shares.
ASIC must be updated on changes to any of the above details within 28 days from the effective date of the change. Failure to notify ASIC may result in the following late fees:
- lodgement or payment up to one month late, which equals a $96 late fee; or
- lodgement or payment over one month late, which equals a $401 late fee.
Internal Governance Procedures
Many of the changes that can be made through ASIC’s online portal will often require an internal review of the following:
- company’s constitution;
- shareholders’ agreement (if applicable); and
- Corporations Act 2001.
Your company may need to pass a board or shareholders’ resolution (either by a majority or special resolution). Your company should refer to its constitution for the correct procedure for undertaking this process. Various changes require different procedures.
It is important that, before proceeding with notifying ASIC of a change to the company details, you follow the internal procedures and considerations outlined in the Corporations Act, the company’s constitution or the company’s shareholders’ deed. Some examples of these steps include:
- Board/Shareholder approval: Depending on the change, it may require approval from the board of directors or shareholders at a properly convened meeting.
- Update internal registers: The company’s internal registers, such as the register of members/shareholders and directors/officers, must be updated to reflect the change before notifying ASIC.
- Obtain required documentation: Relevant supporting documentation, such as resignation letters, consents to act and updated personal details, should be obtained. This provides an audit trail.
- Pass necessary resolutions: If the change concerns the appointment or resignation of directors or officers, the board should pass appropriate resolutions to record the changes formally.
- Update company records: Ensure that all company records, such as share certificates, company seals, stationery and websites, are updated to reflect the changes.
- Review company constitution: The company’s constitution should be reviewed to ensure compliance with any requirements for the particular change being reported.
- Notify other parties: Depending on the change, other relevant parties, such as banks, regulators and major clients/suppliers, may need to be notified.
- Confirm effective dates: Establish the effective dates for the changes, as this will determine the timeframes for reporting to ASIC.
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How to Lodge a Form 484
Assuming you have satisfied the correct internal procedure, you must follow the steps for reporting the change to ASIC.
Once you complete this step, you will need to log in to ASIC using your Australian Company Number (ACN), username, and password.
To change the details, you will need three things before you can start:
- the company’s corporate key: This is a unique eight-digit number that ASIC mailed to your registered office when the company was initially incorporated;
- the company’s annual statements will also contain this number. If you do not have your corporate key, you can request it from ASIC;
- registration for ASIC’s office holder portal: If you have any difficulties following the steps on the portal, the first place to look is the ASIC guide; and
- your company’s ABN or ACN.
Once you have logged in, you will be able to:
- locate the Start new form option on the left-hand side menu;
- choose the ‘Form 484: Change to Company Details’;
- choose the relevant selection for the changes you wish to make. For example, appoint or cease an officeholder and click next;
- enter the required information;
- check to ensure the new information is correct; and
- click Yes and Submit.
While informing ASIC of company changes is one reporting obligation, ASIC does not check internal governance procedures. As such, your company’s board or shareholders must make or ratify decisions. If you report a change to ASIC that your company has not properly enacted, you may face consequences as serious as those for failing to report a change that has occurred.
Who Can Make Changes on Behalf of the Company?
Any company officeholder who has access to the company’s corporate key (the eight-digit number) and is registered on the ASIC portal can make the changes. As such, it is wise to make sure that you keep your corporate key secret.
For some ASIC forms, you must authorise your adviser as your company’s agent. This way, they can submit forms or change their corporate records with ASIC.
Running a small business? Download this free guide to understand your corporate governance responsibilities, including the decision-making processes.
Key Takeaways
To update information about your company with ASIC, you must use Form 484. You can either fill out the physical form or utilise the online portal. Here, you will need your company’s corporate key.
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Frequently Asked Questions
The type of details you update on ASIC will determine the process you must follow, including the notice period. This is important as ASIC may apply late fees if you have not updated the details in time.
This can include issuing or cancelling shares and appointing or removing a director or secretary. Moreover, it includes updates on the details of members and directors and whether the company’s address has changed.
You may face serious consequences. ASIC does not verify internal governance procedures, so if you report a change that your board or shareholders have not properly enacted or ratified, it can be as serious as failing to report a change altogether.
Any company officeholder registered on the ASIC portal with access to the company’s corporate key can submit Form 484. You can also authorise an adviser as your company’s agent, allowing them to submit forms and update corporate records on your behalf.
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