When running a company, the company’s details may change occasionally. For instance, you may move to a new office, or there may be a change to the details of a director. When these details change, you must notify the Australian Securities and Investments Commission (ASIC). If you make specific changes to your company details, you must notify ASIC by submitting 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 will explain the critical information about Form 484 and outline your requirements as a business owner.
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;
- addition or removal of an ultimate holding company;
- changes in your share structure;
- changes to the members of the company; or
- transfering shares.
ASIC must be updated on any changes to the above details within 28 days. Failure to notify ASIC may result in the following late fees:
- lodgement or payment up to one month late— $96 late fee; or
- lodgement or payment over one month late— $401 late fee.
How to Lodge a Form 484
The first step when updating ASIC is to ensure that your company is registered for the Online Services.
Once you have completed this step, you will be required to log into 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.
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, updated personal details, etc., 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, websites, etc., 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, major clients/suppliers, etc., 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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Assuming you have satisfied the correct internal procedure, you must follow the steps for reporting the change to ASIC.
To log on, visit the ASIC website, click on Company Officeholder, and click on the box to ‘Login to the officeholder portal’. Enter your company’s ACN or ABN, then click ‘Next.’ A popup box will appear, asking for your username and password.
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, appointment or cease 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 has not been enacted properly within your company, you may face consequences as serious as failing to report a change that has occurred.
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 to recognise that the ASIC register is only a record of your company details. You should ensure that all of your internal documents, such as the members register and share certificates, are maintained and updated with the correct details and kept in a safe, accessible location at the company’s registered address.
Continue reading this article below the formWho 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 changes. As such, it is wise to make sure that you keep your corporate key secret. The only people you may wish to share your corporate key with are your advisers (for example, your lawyers or accountants) so that they can make changes on your behalf.
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.
Additionally, you may face fines if you fail to update ASIC or the information is incorrect. You must also follow your company’s internal legal process to update the information.
If you have any questions about changing your company details, our experienced business lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 1300 544 755 or visit our membership page.
Frequently Asked Questions
The type of details to be updated on ASIC will determine the necessary process you must follow, including the notice period. This is important as late fees may apply if the details still need to be updated.
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.
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