ASIC Annual Review: Key Steps, Deadlines And Fees

If you run a company in Australia, the ASIC annual review is one of those “must-do” admin tasks that can sneak up on you when you’re busy serving customers, building product, or fundraising.

The good news is: once you understand how the ASIC annual review works, it becomes a repeatable process you can handle each year with a simple checklist.

In this guide, we’ll walk you through what happens during an ASIC annual review, what you need to check, key deadlines, what you need to pay, what documents might be required, and the common mistakes that can cause late fees or bigger compliance problems.

What Is An ASIC Annual Review (And Why Does It Matter)?

An ASIC annual review is the yearly process where the Australian Securities and Investments Commission (ASIC) checks that your company details are up to date and charges your company’s annual review fee.

It applies to companies registered with ASIC (for example, a proprietary limited company, or “Pty Ltd”). It does not apply in the same way to sole traders (who operate under an ABN) or partnerships that aren’t incorporated.

Each year, ASIC will:

• Issue an annual statement (showing your company’s current details as recorded by ASIC)
• Invoice your annual review fee
• Ask you to confirm and, if necessary, update details such as addresses, officeholders, and share structure

This matters because ASIC keeps the official record of your company. If those details are wrong, it can create real headaches when you try to:

• open bank accounts or onboard with suppliers
• raise investment or bring on a co-founder
• sell your business
• sign contracts where the other side checks your company information

Just as importantly, missing your ASIC annual review deadlines can lead to late fees and, if things spiral, potential deregistration of the company.

When Does The ASIC Annual Review Happen?

Your ASIC annual review happens around your company’s review date, which is usually the anniversary of your company’s registration.

ASIC typically sends the annual statement and invoice shortly after the review date. From there, you generally have 2 months to:

• pay the annual review fee, and
• update any company details if they’ve changed

Tip: Don’t rely on memory alone. Put the review date in your calendar and set reminders a few weeks before and after the anniversary. If you have multiple entities (for example, a trading company plus a holding company), it’s worth tracking review dates in one place.

If you’ve recently completed a Company Set Up, it’s a good idea to also set up an “annual compliance” folder (digital is fine) so you can store annual statements, receipts, and any supporting documents year by year.

Step-By-Step: How To Complete Your ASIC Annual Review

Here’s a practical, small-business-friendly way to handle your ASIC annual review each year.

1) Locate Your Annual Statement And Review Date

When ASIC issues your annual review documents, you’ll usually receive an annual statement showing key company information currently on the register, including:

• company name and ACN
• registered office address
• principal place of business
• director and secretary details (if applicable)
• share structure and member (shareholder) information

Your first job is simply to check that statement carefully and treat it like an “official snapshot” of your company.

2) Confirm What Has Changed (If Anything)

Ask yourself a few quick questions:

• Have we changed office, coworking space, or mailing address?
• Do we use a new accountant or registered agent address?
• Have any directors been appointed or resigned?
• Has our shareholding changed (even slightly), or have we issued new shares?
• Did we adopt or update governance documents, like a Company Constitution?

Even if your constitution changes don’t automatically update ASIC records, annual review time is a helpful trigger to ensure your internal company records and your ASIC register details are consistent.

3) Update Your Company Details With ASIC (If Required)

If your annual statement is incorrect, you generally need to lodge changes with ASIC. Common updates include:

• changing registered office or principal place of business
• changing director details (including address)
• share issues, share transfers, or changes to members

These updates are not just “nice to have”. In many cases, changes must be notified within specific timeframes, so it’s worth staying on top of them as they happen rather than waiting until annual review time.

If you’ve brought on a co-founder or investor, or you’re changing ownership arrangements, it’s also the right time to make sure your internal documents reflect what’s actually happening. For many startups, that means having a Shareholders Agreement in place so decision-making, exits, and rights are clearly documented.

4) Pay The ASIC Annual Review Fee On Time

ASIC charges an annual review fee for registered companies. The amount depends on the type of company you run.

Paying on time matters because if you don’t pay within the usual 2-month period after the review date, ASIC will charge a late payment fee. If the invoice stays unpaid for longer, that late fee can increase.

From a practical business perspective, late fees are frustrating because they’re avoidable costs that don’t improve your business in any way. The easiest approach is to treat the annual review fee like other recurring overheads (like insurance or software subscriptions) and budget for it each year.

5) Prepare A Solvency Resolution (And Know Your Obligations If You Can’t)

Many companies also need to deal with a solvency resolution around annual review time. A solvency resolution is a formal decision by directors about whether the company can pay its debts as and when they become due and payable.

For many proprietary companies, directors are generally required to pass a solvency resolution within 2 months after the review date. If the directors can’t make a positive solvency resolution, there are additional steps and notification obligations that may apply.

For small businesses and startups, this is also a good “health check” moment. Preparing the resolution (and properly minuting the decision) can help you build good governance habits and keep your directors aligned on the company’s financial position.

If you want a starting point for documenting decisions properly, a solvency resolution is a common place to begin.

6) Save Your Records

Finally, save:

• the annual statement
• proof of payment / receipt
• copies of any forms lodged
• director and member resolutions or minutes you prepared

This is especially useful if you’re aiming to raise funds, apply for finance, or eventually sell the business, because due diligence often includes requests for basic corporate records.

Common ASIC Annual Review Mistakes (And How To Avoid Them)

Most ASIC annual review problems aren’t complicated legal issues - they’re admin slip-ups. Here are the common ones we see, and how to prevent them.

Relying On An Old Email Address Or Missed Mail

If ASIC notices are going to an old address, you might not see the invoice until you’ve already been hit with late fees.

What to do: keep your registered office and business address current, and make sure the person responsible for compliance has access to the mail/email where ASIC notifications land.

Not Updating Director Or Company Address Details After A Move

Startups move quickly. You might change coworking spaces, shift to remote, or relocate states.

What to do: treat address changes as “compliance tasks”, not just operational tasks. Update ASIC details when the change happens, then confirm at annual review time that it’s still correct.

Forgetting About Share Changes

Even early-stage businesses can have multiple share events: issuing founder shares, allocating an employee option pool, issuing shares to investors, or transferring shares between founders.

What to do: keep a clean cap table and ensure ASIC records match what you believe the ownership structure is. If you’re doing a fundraising round, it’s worth tightening this up before you sign anything.

Missing The Deadline And Paying Late Fees

Late fees can escalate and become a recurring source of stress.

What to do: diarise the review date, set reminders, assign clear responsibility internally, and build the annual review fee into your yearly budget so you can pay within the usual 2-month period.

Not Having Clear Internal Documents To Back Up Decisions

Your ASIC record is one piece of the puzzle. Your internal governance documents are the other. When these don’t match, disputes and confusion can follow - especially if you have more than one founder or director.

What to do: get into the habit of documenting key decisions (appointments, share issues, major approvals). Depending on your situation, this might be supported by a Directors Resolution or other internal records.

How The ASIC Annual Review Fits Into Your Wider Legal Compliance

It’s easy to think of the ASIC annual review as a standalone task. In reality, it’s one part of keeping your company “healthy” from a legal and governance perspective.

Here are a few areas that often connect with annual review time for small businesses and startups.

Business Structure And Growth

If you started as a sole trader and later incorporated, or if your company structure is evolving as you grow, annual review time can be a natural moment to double-check that your structure still fits your risk profile and goals.

For example, if you’re moving from a small side project to a business taking on staff, leases, and larger contracts, it’s worth ensuring your company records are clean and your structure is set up for growth.

Employment And Hiring

If you’re hiring employees (even your first one), you’ll want your governance and compliance to be tight. While ASIC annual review is a corporate compliance issue, employment compliance is a separate risk area that often grows at the same time.

Having a proper Employment Contract can help clarify duties, pay, confidentiality, and expectations from day one.

Privacy And Handling Customer Data

If you collect personal information - for example, via a website contact form, online checkout, email list, or app sign-ups - privacy compliance should be part of your business-as-usual legal checklist.

Many businesses handle privacy early with a tailored Privacy Policy so customers know what you collect, why you collect it, and how you store and use it.

Annual review season is a good time to ask: have we changed the way we collect data this year (new CRM, new email platform, new marketing approach)? If yes, it may be time to refresh your privacy documentation too.

Contracts And Signing Authority

As your business grows, you’ll sign more contracts - supplier agreements, customer terms, leases, and partnership deals.

That’s where clear governance matters. Knowing who can sign, and how the company executes documents, can prevent disputes later. If you’re unsure about the best approach for your company, it’s worth getting advice early so your day-to-day operations are supported by proper legal foundations.

Key Takeaways

• The ASIC annual review is a yearly compliance process where ASIC issues an annual statement and invoice, and you confirm (or update) your company details.
• Your annual statement is your prompt to check core information like addresses, officeholders, and share structure, and fix anything that’s out of date.
• In most cases, you’ll have around 2 months from the review date to pay the annual review fee - and late payment fees can apply (and increase) if you miss that window.
• Annual review time is also a practical trigger to tidy up company governance, including keeping records of key decisions and (where required) preparing a solvency resolution within the statutory timeframe.
• Good corporate housekeeping supports growth activities like fundraising, hiring, and signing contracts, because your company records are often checked during due diligence.

If you’d like help getting your company compliance in shape or preparing the right documents for your business, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.