Annual Company Statement: What Australian Companies Must Do

Running a company in Australia comes with ongoing compliance-one of the big recurring items is your annual company statement from the Australian Securities and Investments Commission (ASIC).

If you’ve ever wondered what to do when that ASIC reminder lands in your inbox or mail, you’re not alone. The good news is that with a clear checklist and a couple of simple processes, you can stay on top of your annual obligations without stress.

In this guide, we’ll explain what an annual company statement is, what actions directors must take, the deadlines to note, and how to handle common updates (like address or share changes). We’ll also share practical tips to help you avoid late fees and keep your records tidy for the year ahead.

What Is An Annual Company Statement?

An annual company statement is the yearly snapshot ASIC sends your company around the time of its “review date” (usually the anniversary of your company’s registration). It summarises your company’s key details and reminds you to confirm those details, pass a solvency resolution, and pay the annual review fee.

Directors are responsible for ensuring the information on the statement is correct and the required steps are completed on time. If anything has changed, you must notify ASIC within the relevant lodgement period (commonly 28 days for many changes).

Missing these steps can lead to late fees, penalties, and-in serious cases-ASIC action, which may include deregistration. So it’s worth building a simple annual process your team follows every year.

When Is Your Review Date And What’s Inside?

Your review date is typically the anniversary of your company’s registration. ASIC generates your annual statement as at that date and sends it shortly after. The statement normally includes:

• Company name, ACN and review date
• Registered office and principal place of business
• Current directors and secretaries
• Share structure and issued capital (including shareholder details)
• Ultimate holding company details (if applicable)
• Annual review fee notice and payment options

Think of it as your annual “data check” with ASIC. If all looks correct, you still need to complete the required actions. If anything is out of date, plan to fix it promptly so your records match what’s actually happening in the business.

What Are Your Legal Obligations After You Receive It?

Once your statement arrives, there are three big tasks to complete on time. These are the core steps most companies follow each year.

1) Confirm Your Company Details

Review names, addresses, directors and shareholdings carefully. If you need to update the record (for example, a change of director, registered office or share allocation), you’ll generally lodge changes within 28 days. Many updates are lodged through ASIC’s online portal, and some are still commonly referred to using ASIC Form 484 as the mechanism to notify changes to company details.

2) Pass A Solvency Resolution

Within two months of your review date, your directors must pass a solvency resolution stating whether, in their opinion, the company can pay its debts as and when they fall due. This is a key director responsibility and a good moment to assess your cash flow, liabilities and any risks on the horizon.

It helps to document this step clearly. Many companies use a simple Directors Resolution format and file a copy with their company records for future reference.

3) Pay The Annual Review Fee

The annual review fee is due within two months of your review date. Late payment can trigger escalating late fees. If you use a company secretary or external bookkeeper, make sure the reminder is in their workflow as well so payment isn’t overlooked during busy periods.

Don’t Forget Execution Rules

If your directors sign off resolutions or documents as part of the process, make sure they’re executed correctly under section 127 or approved via delegated authority under section 126 of the Corporations Act 2001 (Cth). Getting execution wrong is a common (and avoidable) compliance tripwire.

How Do You Make Updates If Something Has Changed?

Many companies make at least one change during the year-new director, updated business address, new shares issued, or a transfer between shareholders. Here’s how the common scenarios are typically handled.

Change Of Registered Office Or Principal Place Of Business

You’ll need to notify ASIC within 28 days (different timing can apply depending on the change). Make sure your new registered office has given written consent to use their address and is open to receive documents during standard hours. If you use an external registered office service, ensure your agreement reflects this consent and service level.

Change Of Directors Or Company Secretary

When a director or secretary is appointed or resigns, update ASIC promptly. Keep internal records up-to-date as well, including director registers and any board resolutions documenting the change. If you rely on electronic board approvals, make sure your company’s execution rules allow for that process.

Share Issues, Transfers Or Changes To Share Structure

Share changes should be recorded in your register and notified to ASIC. Before making changes, check your Company Constitution and any transferring shares rules between shareholders. If you’re creating a new class of shares (for example, non-voting or preference shares), confirm your classes of shares are clearly defined and permitted, and think through investor rights, dividend priorities and conversion terms.

If you’re scaling and considering new capital, it’s sensible to plan how many shares a company can issue in future and how those shares will fit within your cap table. Clean, consistent share records will save headaches during fundraising or due diligence.

Company Name Or Ultimate Holding Company

Legal name changes and updates to ultimate holding company details also need to be notified. Remember to update your website, invoices, bank accounts and contracts to reflect any new name once ASIC confirms the change, so your public-facing brand and legal identity stay aligned.

Which ASIC Forms Or Channels Do You Use?

ASIC maintains an online portal for most changes. Many company updates are still described using the label ASIC Form 484 (changes to company details including officeholders and share structure). If you’re unsure which category your change falls under, it’s worth checking the ASIC portal or getting quick legal guidance so the right update is lodged within the deadline.

Fees, Penalties And Practical Tips

Staying ahead of due dates is the easiest way to avoid penalties. Here’s what to know about timing and costs.

Annual Review Fee And Late Fees

ASIC sets the annual review fee for proprietary and public companies. If you miss the two-month payment window, late fees apply and increase the longer payment is overdue. Small businesses can avoid this simply by adding reminders into their accounting system and nominating a “backup” person to check the statement gets paid on time.

Deadlines And Business Days

Keep a close eye on whether a due date falls on a weekend or public holiday. In many cases, the due date will roll to the next business day-understanding what counts as a business day in your contracts and internal policies can remove any ambiguity.

Record-Keeping Best Practice

• Save a copy of each year’s statement and the board materials approving the solvency resolution.
• Keep director, shareholder and share registers up-to-date in one source of truth (cloud folders with version control help).
• If you use a company secretary or accountant to handle lodgements, get written confirmation once the update has been accepted by ASIC and file that confirmation with your records.

Avoiding Last-Minute Scrambles

Set internal reminders 4 weeks before your review date to prepare board materials and re-check details. This gives you time to fix any addresses or share records before the statement is generated, so the information you receive is accurate and easy to confirm.

Do You Need A Constitution Or Shareholders Agreement For Annual Compliance?

You don’t technically need new documents just to complete the annual statement. However, your internal governance documents set the rules for how updates are made-and they make compliance smoother.

• Company Constitution: Sets out how your company operates, including issuing shares, transferring shares, board meetings and execution rules.
• Shareholders Agreement: Outlines ownership, decision-making, exit processes and pre-emption rights-very helpful when doing share transfers or bringing in new investors.

If your constitution or shareholder arrangements are unclear, you’re more likely to hit delays when updating ASIC or documenting investor changes. It’s also wise to align your execution processes with section 127 and any delegated authority you rely on under section 126 so routine approvals are valid and efficient.

Step-By-Step Annual Statement Checklist

Here’s a simple process you can run each year to stay compliant without fuss.

1. Calendar Your Review Date: Add reminders 4 weeks before, on the date, and 4 weeks after to cover all tasks within the two-month window.
2. Pre-Check Company Details: Confirm your registered office, principal place of business, officeholders and share register are current in your internal records.
3. Receive The Statement: Save it to your corporate records folder and distribute a copy to your board or company secretary.
4. Verify All Details Match: If anything is out of date, prepare the relevant update through ASIC’s portal (many changes are handled via the mechanisms associated with ASIC Form 484).
5. Prepare Board Materials: Draft a short paper or email for directors to review solvency and pass a solvency resolution. Use a simple Directors Resolution format if that suits your governance style.
6. Execute Correctly: Ensure approvals and any ancillary documents are signed under your constitution and the Corporations Act (follow section 127 or use delegated authority consistent with section 126).
7. Pay The Annual Review Fee: Complete payment within two months of the review date and file the receipt.
8. File Confirmations: Save ASIC lodgement confirmations and updated registers to your corporate records.
9. Close The Loop: Note any follow-up items (e.g. internal policy updates) and tick off the annual compliance task for the year.

Key Takeaways

• Your annual company statement is a yearly compliance checkpoint-confirm your details, pass a solvency resolution, and pay the ASIC fee on time.
• Most changes (officeholders, addresses, shares) must be notified promptly, often via the mechanisms associated with ASIC Form 484.
• Strong internal governance-your Company Constitution, share registers and clear execution rules-makes annual compliance much easier.
• Keep tidy records of your solvency resolution and ASIC confirmations to streamline future audits, capital raises and due diligence.
• Simple habits like calendar reminders and a written checklist help you avoid late fees and keep your company in good standing.

If you’d like a consultation on managing your company’s annual statement and ASIC obligations, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.