ASIC Company Renewal: What You Need To Know

Running a company in Australia means you’ll deal with more than customers and cash flow - you’ll also need to stay on top of your annual obligations with the Australian Securities and Investments Commission (ASIC).

One of the most important is your ASIC company renewal (often called the annual review). It’s the yearly check-in where you confirm your company details, pay the review fee and make sure your corporate records are in good shape.

If you’re unsure what needs to happen, when to do it, or how to avoid late fees, don’t stress. In this guide, we’ll break down what ASIC company renewal involves, how to complete it online, what to review, and the simple steps to stay compliant - so you can get back to growing your business.

What Is ASIC Company Renewal And Why Does It Matter?

Your ASIC company renewal is the annual process where ASIC sends your company an annual statement around the anniversary of your registration. You must check the details, pass a solvency resolution, and pay the annual review fee by the due date.

This applies to all Australian companies (Pty Ltd and public companies), whether you’re a single-director startup or an established business with a board and shareholders.

Why it matters:

• It’s a legal requirement under the Corporations Act for registered companies to confirm their details and remain in good standing.
• It helps keep your public record up to date - which clients, lenders and partners may rely on for due diligence.
• It avoids late fees and potential deregistration if you miss deadlines repeatedly.

Each year, directors must also consider whether the company can pay its debts when they’re due. Passing a solvency resolution is part of good governance - and you can read more about what a solvency resolution involves and how to document it properly.

How Does ASIC Company Renewal Work Online?

Most small businesses complete the ASIC company renewal online. ASIC will email or post your annual statement and invoice around your company’s review date. From there, it’s a straightforward three-step process.

Step 1: Review Your Annual Statement

Your annual statement lists your current company details on ASIC’s register - company name, ACN, registered office address, principal place of business, directors and company secretary details, and share structure.

Check each item carefully. If anything has changed, you’ll usually need to lodge the appropriate change form (often within 28 days of the change) so ASIC’s records are correct. Many common updates are handled using ASIC’s change-of-details processes - and if you’re not sure which form to use, our guide to ASIC Form 484 explains how changes to company details are typically lodged.

Step 2: Pass Your Solvency Resolution

Directors must pass a resolution confirming whether, in their opinion, the company will be able to pay its debts as and when they become due within the next 12 months. Record this resolution and keep it with your corporate records. A short, clear board minute (or written resolution) does the job. If you need a starting point for documenting board decisions, a simple Directors’ Resolution can help you capture what’s required.

Step 3: Pay The ASIC Annual Review Fee

Pay the fee by the due date shown on your invoice. Fees change periodically (and late fees can add up quickly), so keep an eye on updates - we’ve covered recent changes in our article on the ASIC fee increase.

Once paid and your details are accurate, your renewal is complete. Keep your records (annual statement, solvency resolution and receipt) with your company register.

What Company Details Should You Check Each Year?

Use the annual review as a quick governance health check. These are the key areas to confirm:

1) Company Name And Status

Make sure your company name matches your branding and your public details. If you’re trading under a name that’s different to the company name, ensure your business name is registered to your company. If anyone asks for it, you can order an ASIC certificate of registration to prove your company’s current status.

2) Registered Office And Principal Place Of Business

Confirm the registered office address is correct and that you have permission to use it. If you’re using a home address, understand the practical implications - our guide to using a residential address for company registration covers common questions.

3) Directors And Secretaries

Check that directors’ names, dates of birth and addresses are up to date. Remember: at least one director must ordinarily reside in Australia - see our overview of Australian resident director requirements if your board changes or you’re expanding overseas.

4) Share Structure And Shareholders

Confirm the number and classes of shares on issue, and who holds them. If you’ve recently issued or transferred shares, make sure those changes were lodged correctly with ASIC. If you expect to bring in investors or co-founders, now is a great time to ensure your Shareholders Agreement reflects how decisions are made, how shares can be issued or transferred, and what happens if someone exits.

5) Constitution And Internal Governance

Many companies operate under a company constitution (or replaceable rules). If you’ve grown, changed your share classes, or updated board processes, check that your governance documents still fit. If you need to modernise your rules or tailor them to current operations, consider adopting or updating a Company Constitution so your governance matches how you do business.

Fees, Deadlines And Penalties: What Should You Expect?

There are three timing points to keep in mind each year:

• Review Date: Around the anniversary of your registration, ASIC issues your annual statement and invoice.
• Solvency Resolution: You must pass this resolution within two months of your review date.
• Payment Due Date: The annual review fee is due by the date on the invoice (typically within two months).

If you don’t pay by the due date, ASIC charges late fees - and these escalate the longer the payment is overdue.

If you repeatedly miss deadlines or fail to respond to notices, ASIC may start deregistration. Deregistration means your company ceases to exist as a legal entity - which can create serious issues for contracts, bank accounts and assets in the company’s name.

Tip: Set calendar reminders for the week you usually receive the annual statement, and another for the payment due date. If a registered agent manages your ASIC affairs, check that they’ve received the documents and have your current authorisations on file.

Common Scenarios During Renewal (And How To Handle Them)

Plenty of small businesses encounter routine changes around their renewal period. Here’s how to approach the most common ones.

We Changed Our Address

If your registered office or principal place of business has changed, lodge the relevant change as soon as possible (usually within 28 days from the change). Make sure you have written consent from the registered office occupant to use that address for company purposes.

We Appointed Or Resigned A Director

Director and secretary appointments or resignations must be notified promptly. Keep copies of consent-to-act letters, board minutes and resolutions in your company register. Then lodge the change with ASIC so the public record is accurate.

We Issued Or Transferred Shares

Share issues and transfers should be documented (board approvals, share certificates, updated member register) and lodged with ASIC within the required timeframe. If you’ve updated your cap table recently, check that the public record reflects those changes and that your internal agreements (like a Shareholders Agreement) align with the new ownership.

We Need To Fix An Old Error

If you discover a historic error (for example, a past director address that was never updated), correct it promptly. Some corrections can be made via standard change forms; more complex situations may need additional steps. Using the right lodgement pathway is important - our explanation of ASIC Form 484 outlines how various changes are updated on the register.

We’re Not Sure We Can Pass A Solvency Resolution

This is a red flag that deserves careful attention. If cash flow is tight and you’re unsure about paying debts over the next 12 months, get professional advice early. The directors’ duties around insolvency are serious, and acting early often gives you more options. Start by understanding what a solvency resolution requires and consider a plan with your accountant and legal advisor.

We Want To Streamline Our Governance

Annual review time is ideal for a quick governance tune-up. Many small companies take this moment to:

• Standardise how board decisions are made and recorded (for example, consistently using a short Directors’ Resolution for approvals).
• Adopt or update a Company Constitution tailored to current operations.
• Refresh or create a Shareholders Agreement to cover funding, exits and disputes.

These steps help prevent disagreements and make future renewals straightforward.

Practical Tips To Make ASIC Company Renewal Easy

You don’t need to spend hours on your annual review. With the right systems, it’s a 30-60 minute task each year.

• Create a “corporate file” (digital or physical) that holds your ACN, company keys, last year’s annual statement, board minutes, share register, constitution and key contacts.
• Put the review date and payment due date in your calendar, with reminders two weeks in advance.
• Nominate a responsible person (often the company secretary or a director) to complete the check each year.
• Document board decisions consistently - even simple approvals - using a short written resolution or minute so your records are always audit-ready.
• If your team changes often, keep a simple checklist for onboarding/offboarding directors, including ASIC notifications, internal registers and confidentiality obligations.

Finally, recognise that some years will be more complex than others (e.g. if you’ve taken on investment, restructured, or expanded overseas). In those years, factor in extra time to synchronise ASIC updates with your internal documents and banking arrangements.

FAQs About ASIC Company Renewal

Is it the same as renewing a business name?

No. Your company registration (Pty Ltd) is separate from any business name you’ve registered. Your ASIC company renewal is the annual review for the company itself. If you also have a business name, that has its own renewal cycle and fee.

Can I do my ASIC company renewal online?

Yes. Most renewals are completed online using the details in your annual statement pack. You’ll review the statement, record your solvency resolution, lodge any changes and pay the fee by the due date.

What if ASIC’s fees change?

ASIC updates fees from time to time. Keep an eye on communications and plan for changes - we’ve covered recent adjustments in our ASIC fee increase article.

What happens if I miss the due date?

Late fees apply, and ongoing non-compliance can ultimately lead to deregistration. If you think you’ll miss a deadline, act quickly: pay what you can, correct any lodgements and speak with your accountant or lawyer about next steps.

Do I need to lodge anything if nothing changed?

If all details are correct and you pass the solvency resolution, you generally just pay the annual fee. Keep your records on file in case ASIC requests them.

Key Legal Documents To Keep In Sync With Your Renewal

Renewal time is perfect for making sure your corporate governance and contracts reflect how you actually operate. Consider whether you need to review or put in place:

• Company Constitution: Sets the rules for running your company (board processes, share classes, meetings). Updating or adopting a tailored Company Constitution can simplify approvals and share issues.
• Shareholders Agreement: Covers decision-making, issuing/transferring shares, dividends and exits among owners. A clear Shareholders Agreement helps avoid disputes and supports future funding.
• Directors’ Resolution Templates: Keep a simple Directors’ Resolution template handy to record approvals for solvency, share issues, appointments and other routine matters.
• ASIC Change Lodgements: If any details have changed, ensure they’re lodged properly - our overview of ASIC Form 484 explains how most company updates are filed.
• Board And Member Registers: Keep your registers up to date with any director changes and share movements, so your internal records match the ASIC public record.

Good paperwork reduces friction when you open bank accounts, bring in investors, apply for grants or sell part of the business down the track.

Key Takeaways

• ASIC company renewal is your annual review: check your statement, pass a solvency resolution and pay the fee by the due date.
• Complete the renewal online, and lodge any changes promptly so ASIC’s public record reflects your actual directors, addresses and share structure.
• Use the review as a governance tune-up - align your Company Constitution, board processes and Shareholders Agreement with how you now operate.
• Stay on top of timing: late fees add up quickly, and repeated non-compliance risks deregistration.
• If solvency is uncertain or your structure has changed materially, get advice early - your solvency resolution and ASIC lodgements need to be accurate.
• Keep concise records (resolutions, registers, receipts). Clear documentation makes banking, funding and future transactions faster and smoother.

If you’d like a consultation about ASIC company renewal and keeping your governance documents up to date, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.