Corporations (Fees) Act 2001

The Corporations (Fees) Act 2001 is a fee-imposition law. It authorises fees to be imposed, as taxes, for defined corporate regulatory activities called chargeable matters.

It is not the main law that tells companies how to operate. Instead, it sits behind many ASIC and related regulatory charges. If your business lodges a document, requests a search, asks ASIC for information or a copy, seeks a licence, consent or approval, or makes certain applications, this Act may be the legal basis that allows a fee to be charged.

The Act is also important because it does more than simply allow fees to exist. It identifies who is legally liable to pay for each category of chargeable matter, when that liability is incurred, and how regulations can differentiate fees. It also sets statutory caps on fees, with special treatment for some market-related ASIC functions.

The Act is not limited to companies alone. It can apply to whoever the Act identifies as the liable person for the relevant chargeable matter. That may be an individual, a company, an adviser, an applicant, a person requesting information, a person lodging a document, or in some cases a market licensee.

For ordinary business use, this means the Act can affect founders, directors, company secretaries, employees, external lawyers, accountants and corporate service providers if they are the person making the lodgment, request, inquiry or application. It can also affect a company itself where the company is the person taking the step or is otherwise the person identified by the Act.

The Act also binds the Crown in a capacity if the Crown is bound by the provision or provisions of the Act under which the chargeable matter arises or to which it relates.

The definition of chargeable matter is broad. Under the Act it includes the lodgment of a document under the Corporations Act 2001, the registration of a document under that Act, the inspection or search of an ASIC register or document, and ASIC making information available.

It also includes ASIC producing a register or document under subpoena, issuing a document or copy, granting a licence, consent or approval, or doing another act under the Corporations Act 2001. It extends to inquiries or applications to the Minister or ASIC in relation to a matter arising under that Act, and the submission of a document to ASIC for examination.

The definition goes further again. It includes applications to the Takeovers Panel and acts done by the Panel in dealing with those applications. It also includes certain ASIC functions connected with market listing rules, operating rules and related arrangements. In addition, the Act picks up certain lodgments or applications under the Insurance Act 1973, Life Insurance Act 1995, Superannuation Industry (Supervision) Act 1993 and the Australian Securities and Investments Commission Act 2001.

The Act says the regulations may prescribe fees for chargeable matters, and those fees are imposed as taxes. It also says that 2 or more fees may be prescribed for the same chargeable matter.

This is a key practical point. The Act itself does not operate as a complete fee schedule. If you want the current dollar amount for a company registration, a search, a copy, an application or another chargeable matter, you need to check the regulations and any current ASIC material that helps explain how those regulations apply in practice.

The Act also allows a fee to be prescribed in two ways. The regulations may specify an amount as the fee, or they may specify a method for calculating the amount of the fee. So a business should not assume every fee will be a simple flat amount.

The Act places limits on fees. A regulation may prescribe a fee for a chargeable matter by specifying an amount not exceeding $200,000 as the fee, or by specifying a method for calculating the amount. The note to the Act makes clear that the $200,000 limit applies separately to each fee imposed if more than one fee is prescribed for the same chargeable matter.

The Act then sets an overall cap. For a chargeable matter, the fee, or the sum of the fees, must not exceed $300,000. However, that general cap does not apply in the same way to chargeable matters referred to in paragraphs (k) and (l) of the definition of chargeable matter. Those are certain market-related ASIC functions.

For paragraph (k) matters, the fee or total fees relating to a particular market licensee must not exceed $300,000 for each 12 month period during which ASIC performs the relevant functions in relation to that market licensee. For paragraph (l) matters, the fee or total fees relating to a particular market licensee and a particular conflict or potential conflict must not exceed $300,000 for each 12 month period during which ASIC performs the relevant functions in relation to that market licensee and that conflict or potential conflict.

For most small businesses, these market-related exceptions will not be the everyday issue. But they matter because they show the Act does not apply a single simple cap to every category.

The Act expressly allows differential fees. Regulations may prescribe different fees depending on whether the chargeable matter is complied with by electronic means. They may also prescribe different fees depending on whether the matter is of low, medium or high complexity. In addition, regulations may prescribe different fees having regard to any matter relating to the person by whom the fee is payable.

This means the same broad type of ASIC interaction may not always attract the same fee in every case. The way the matter is lodged, the complexity category, or characteristics linked to the payer can affect the fee prescribed by regulation.

The Act also gives ASIC a role in complexity settings. ASIC may, by legislative instrument, make a determination specifying criteria for whether a chargeable matter is of low, medium or high complexity. If no such determination is in operation, the fee for a chargeable matter is the fee prescribed for low complexity.

One of the most practical parts of the Act is section 7. It sets out, category by category, who is liable to pay the fee for a chargeable matter and when that liability is incurred.

For lodgment of a document under paragraph (a), the liable person is the person who lodges the document, and liability is incurred when the document is lodged. For registration of a document under paragraph (b), the liable person is the person who requests registration, or if there is no request, the person who lodges the document that is registered. Liability is incurred when the request for registration is made, or if there is no request, when the document is lodged.

For inspections or searches under paragraph (c), the liable person is the person who requests the inspection or search, and liability is incurred when the request is made. For information under paragraph (d), the liable person is the person who requests the information, and liability is incurred when the request is made.

For production under subpoena under paragraph (e), the liable person is the person who filed the subpoena, and liability is incurred when the subpoena is served on ASIC. For issue of a document or copy, grant of a licence, consent or approval, or another act under paragraph (f), the liable person is the person who requests it, or if there is no request, the person for whose benefit the act is done. Liability is incurred when the request is made, or if there is no request, when the act is done.

For inquiries or applications under paragraph (g), the liable person is the person who makes the inquiry or application, and liability is incurred when it is made. For submission of a document for examination under paragraph (h), the liable person is the person who submits the document, and liability is incurred when it is submitted. For an application to the Panel under paragraph (i), the liable person is the person who makes the application, and liability is incurred when the application is made.

For Panel acts under paragraph (j), the liable party or parties are those the Panel determines in accordance with its written rules, and liability is incurred when the Panel makes that determination. For paragraphs (k) and (l), the liable person is the affected market licensee, and the time liability is incurred is determined in accordance with the regulations. For paragraph (m), the liable person is the person who lodges the document and liability is incurred when it is lodged. For paragraphs (n) and (o), the liable person is the person who makes the application and liability is incurred when the application is made.

This matters because the legal payer under the Act may not be the same as the person who ultimately bears the cost commercially. If an adviser lodges or requests something on your behalf, you should make sure your engagement terms clearly deal with authority, payment and reimbursement.

Most startups and SMEs will encounter this Act indirectly through routine ASIC interactions. Common trigger points include company registration steps, changes to company details, requests for company information or copies, due diligence searches, and applications that require ASIC action.

The practical issue is timing. Liability often arises when the request, lodgment or application is made, not later when the business internally approves the cost. If several filings or searches are needed for a transaction, funding round, governance update or compliance project, the fees can arise quickly and across multiple steps.

Businesses should also remember that the Act allows more than one fee to be prescribed for the same chargeable matter. So a matter that looks simple from the outside may still require checking the regulations carefully.

The Act does not create a long operational compliance program for most businesses. Its practical obligations are narrower but still important. If you are the person made liable under the Act for a chargeable matter, you need to pay the prescribed fee. You also need to identify the correct category of chargeable matter, check the current regulations for the actual fee or calculation method, and understand when liability is incurred.

The Act also says a fee need not bear any relationship to the cost of providing any service that forms part of, or is related to, the matter. So a business should not assume a fee can be challenged simply because it seems higher than the administrative effort involved.

Where an adviser or agent is involved, the safest approach is to document who is authorised to incur the fee, who is the legal payer under the Act, and who will reimburse whom. That reduces confusion if the person making the request is not the same as the business that expects to bear the cost.

The Act received assent on 28 June 2001 and commenced at the same time as the Corporations Act 2001, which the legislation history records as 15 July 2001. The current compilation referred to here shows the law as amended and in force on 20 October 2023, and that compilation was registered on 9 November 2023.

The legislation history also records later amending Acts, including amendments that commenced over time. One item in the history for the Corporations (Fees) Amendment (Registries Modernisation) Act 2020 is shown as awaiting commencement. If your matter depends on a recent amendment or registry modernisation change, check the current Register status before relying on an older summary.

Before relying on this page for a live transaction or filing, check the current regulations that prescribe the fee amount or calculation method for your chargeable matter. Also check whether ASIC has made any legislative instrument dealing with complexity criteria, and whether any recent amendments or uncommenced changes affect the position.

If your matter involves a specialised application, a market-related function, a Takeovers Panel issue, or an application under the Insurance Act, Life Insurance Act, SIS Act or ASIC Act that is picked up by this Act, it is worth checking the exact category carefully. The Act is broad, and the correct fee outcome depends on matching your step to the right chargeable matter and current regulations.