ASIC Company Obligations

Registering a company feels like the finish line, but it is really the start of a standing relationship with two different regulators. The ATO looks after the tax side. ASIC looks after the company itself — and its requirements run on their own clock, arrive in their own correspondence, and carry their own late fees. Most of the ASIC problems we see are not caused by companies doing anything wrong. They are caused by mail going to an old address and small deadlines quietly passing.

The annual review cycle

Each year, around the anniversary of the company's registration date, ASIC issues an annual statement. It sets out the company's recorded details — officeholders, addresses, share structure — together with an invoice for the annual review fee. The fee depends on the type of company and is adjusted over time, so check the current ASIC figure rather than budgeting from memory. The statement is not a form to lodge; the jobs are to confirm the details are correct, notify ASIC of anything that has changed, and pay the fee by the due date shown — payment is generally required within a set period after the review date, and the current timeframe is on the statement itself and the ASIC website.

The solvency resolution

After each review date, the directors must pass a solvency resolution — a formal statement that, in their opinion, the company can pay its debts as and when they fall due. The resolution generally needs to be made within a set period after the annual review date, so check the current ASIC guidance for the timeframe. If the resolution is positive, it is not lodged with ASIC; it is minuted and kept with the company records. If the directors cannot honestly pass a positive resolution, different notification rules apply — and that situation deserves professional advice quickly, because trading while insolvent carries personal consequences for directors.

Keeping details current

Changes to the registered office, principal place of business, officeholders and share details must be notified to ASIC within set timeframes — commonly a matter of weeks from the change, so check the current requirement for the specific form. Late notification attracts fees, and an out-of-date registered office is the root cause of most ASIC trouble, because every notice that follows goes to the wrong place.

ASIC and the ATO are different relationships

The annual review is not a tax return, and lodging the company tax return does nothing to satisfy ASIC. Unless your accountant is formally appointed as the company's registered ASIC agent, they may not see ASIC correspondence at all. It is worth knowing exactly who receives ASIC mail for your company — and confirming, rather than assuming, that someone is watching it.

What we commonly see go wrong

• The registered office is a former accountant's address, statements are never seen, and late fees stack up on a company that thinks it is fully compliant.
• Owners assume the annual review was handled because the tax return was lodged on time.
• Solvency resolutions are never actually minuted — a gap that surfaces at the worst time, such as during a dispute or a sale.
• Prolonged non-payment of review fees drifts toward ASIC-initiated deregistration, with the company's assets at risk of vesting elsewhere.
• Paying convincing lookalike invoices from private registry services that charge well above the official fee for nothing ASIC requires.

A worked example

As an illustration: a company changes accountants and moves premises in the same year, and nobody updates the registered office. The next annual statement goes to the old address, the review fee goes unpaid, and late fees are added. Months later a director is refused a bank facility because the company's ASIC status has deteriorated — while the owners believed everything was fine, because every tax lodgement was up to date. The position was recoverable, but the fix cost far more than the original fee.

When to get help

If you are not certain where your company's ASIC mail goes, cannot remember seeing an annual statement, or have found late fees you did not expect, it is worth a short review of the company's ASIC record. Confirming the registered office, the officeholders and the agent arrangements takes little time, and it removes a whole category of avoidable penalties.

Is the ASIC annual review the same as the company tax return?

No. They are separate obligations to separate regulators. The annual review is ASIC's yearly check of the company's recorded details plus the annual review fee; the tax return goes to the ATO. Completing one does nothing to satisfy the other.

What happens if the annual review fee is paid late?

ASIC adds late fees, which increase the longer payment is outstanding — check the current amounts on the ASIC website. Prolonged non-payment can ultimately lead ASIC to move toward deregistering the company.

Does the solvency resolution get lodged with ASIC?

If the directors pass a positive solvency resolution, it is generally not lodged — it is minuted and kept with the company records. If the directors cannot pass a positive resolution, different notification requirements apply and prompt professional advice is essential.