ASIC Form 484 is used to inform the Australian Securities and Investments Commission (ASIC) about any changes made to company details. While a paper form is available, you can also submit it through an online portal. ASIC Form 484 is now commonly known as “Changes to Company Details”.
Changes to Company Details
A company will submit ASIC Form 484 in the following circumstances:
- Issuing or cancelling shares; or
- Appointing or removing a director or secretary; or
- Changing the address or other company details.
An online portal has replaced Form 484 which allows officeholders to make these changes relatively straightforward. Officeholders must still correctly report the changes within ASIC’s guidelines (28 days), and failure to do so can result in penalties. At the first instance, there are fines:
- $76 up to one month late; and
- $316 if over one month late.
While informing ASIC of company changes is one reporting obligation, ASIC does not check internal governance procedures. As such, the board or the shareholders (depending on the company’s constitution or any shareholder’s agreement) will often need to make or ratify decisions. If you report a change to ASIC but the change has not been effected properly, this can be as serious as failing to report a change that has occurred.
How to Submit a Form 484 and Make Changes to Company Details
Assuming that you have satisfied the correct internal procedure, we have set out the steps below for reporting the change to ASIC. There are three things you will require before you can start:
- Company’s Corporate Key: The corporate key is an eight digit number unique to the company that ASIC sent in the post to the registered office when the company was originally 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; and
- Register For ASIC’s Officeholder Portal: If you have any difficulties following the steps on the portal, the first place to look is the ASIC guide; and
- Company’s ABN or ACN.
To log on, visit the ASIC website, click on Company Officeholder and click on the box to “Log in to the officeholder portal”. Enter your company’s ACN or ABN and then click “Next” and a popup box appears asking for your username and password (set out in step 2 above).
Once you access the portal, the menu on the left provides you with the options available for the various changes you may wish to make. It’s a good idea to print your forms before you submit them since they are only available online for a short period after you submit them (currently 90 days for most forms).
What is ASIC?
ASIC is a Commonwealth body set up under the Australian Securities and Investments Commission Act 2001 (Cth). Under the Act, it is responsible, amongst many things, for maintaining a register of information about all companies in Australia. It is this public register that is updated when you update your company details through the Changes to Company Details (Form 484) Portal.
Internal Governance Procedures
Many of the changes that can be made through ASIC’s online portal will often require an internal review of the company’s constitution, shareholders’ agreement (if applicable) and reference to the Corporations Act 2001 (Cth). The company may need to pass a board or shareholders’ resolution (either by a majority resolution or special resolution). While written resolutions will suffice rather than calling a physical meeting, each company should refer to their constitution for the correct procedure. Various changes require different procedures. For example, appointing a director will also need the director to sign a form consenting to be a director of that company and the company’s register of officeholders should also be updated.
Issue and Repurchase of Shares
Issuing or repurchasing shares can be complicated. For changes in share capital (the number of shares issued in the company) it is prudent to engage a commercial lawyer and for more complex transactions, a tax accountant.
Who Can Make Changes on Behalf of the Company?
Any officeholder of the company who has access to the company’s corporate key (the eight digit number) and has 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 (lawyer or accountant, for example) so that they can make changes on your behalf. For some ASIC forms, you will need to authorise your adviser specifically as your company’s agent so they can submit forms or make changes to your corporate records with ASIC.
Form 484 is used for most common changes including:
- Changes to company officers (director, secretary);
- Changes to share capital (issue or cancellation of shares);
- Adding or removing shareholders (or changing their shareholdings);
- Changes of address (of the company or its officers);
- Adding or removing an ultimate holding company;
- Changing company name, type or financial year; and
- Lodging a special resolution in certain circumstances.
Changes to company details are done either through Form 484 or online through an online portal, for which you need your company’s Corporate Key. There are fines for updating ASIC records late (or incorrectly). Reporting a change is not enough – you have to follow the appropriate internal legal processes to make that change in the first place. Most of these processes are relatively straightforward. The exception is anything to do with increasing or reducing share capital, which has the potential to be complex and you should seek advice.
If you have any questions about ASIC Form 484 or have any questions about changing company details, get in touch with our commercial lawyers. Call us on 1300 544 755 or fill out the form on this page.