Corporations (Review Fees) Act 2003

The Corporations (Review Fees) Act 2003 is a short Commonwealth Act with a specific job. It imposes, as taxes, review fees in relation to the Corporations Act 2001. It is not a broad operating code for businesses. Instead, it provides the legal basis for review fees to be prescribed by regulations and charged to certain corporations law entities and licence holders.

That distinction matters. Many business owners see an annual review fee notice and assume the amount comes directly from the Act. It does not. The Act creates the charging framework. The regulations prescribe the fee amount. The Act then says who can be charged, who is liable, when liability is incurred, and that the fee is imposed as a tax.

For most startups and SMEs, the category that matters most is the company category. If you trade through a proprietary limited company, this Act is part of the reason a review fee can be imposed in relation to your company's review date.

Section 5 says the regulations may prescribe fees in relation to the review dates of the following categories:

companies, registered schemes, notified foreign passport funds, registered Australian bodies, natural persons registered as auditors under Part 9.2 of the Corporations Act 2001, and persons holding an Australian financial services licence under Part 7.6 of the Corporations Act 2001.

For ordinary small businesses, the most common category is a company. If your business is run through a company structure, you are likely within the practical reach of this Act. If your business also holds an Australian financial services licence, or operates through a more specialised structure, you may need to consider more than one category.

By contrast, a sole trader or ordinary partnership is not brought into this Act just because it carries on business. The trigger is whether the person or entity falls within one of the listed categories.

Section 5 does two things. First, it allows the regulations to prescribe fees in relation to review dates for the listed categories. Secondly, it says the fees prescribed by the regulations are imposed, and are imposed as taxes.

This means the Act does not itself set a schedule of current fee amounts. If you want to know the amount payable now, you must check the current regulations. The Act is the charging law, not the fee table.

Section 6 then places a limit and makes an important policy point. The regulations may prescribe a review fee by specifying an amount not exceeding $10,000 as the fee. Also, a review fee need not bear any relationship to the cost of providing any service. So a business should not assume the amount reflects ASIC's processing cost or the cost of a particular administrative task. It is a statutory charge set under the legislative framework.

Section 7 is the key operational provision. It sets out who is liable for each type of review fee:

for a company, the company is liable; for a registered scheme, the responsible entity is liable; for a notified foreign passport fund, the operator is liable; for a registered Australian body, the body is liable; for a natural person registered as an auditor, the natural person is liable; and for a person holding an Australian financial services licence, the person is liable.

Section 7 also says that a person who is liable incurs that liability on each review date for the person. That is the main trigger point under the Act.

For small business owners, this is where the law becomes practical. If you run a company, the company itself is the liable person. In practice, directors, founders, finance staff, accountants or company secretarial providers may handle the payment process, but the Act identifies the company as the legal debtor for that category.

The Act defines review date in section 4. For a company, registered scheme or notified foreign passport fund, review date has the meaning given by section 345A of the Corporations Act 2001. For the other persons covered by section 5(1), other than those categories, review date is the meaning prescribed by the regulations in relation to that person.

The practical point is simple. The review date is not just an administrative reminder. It is the date on which liability is incurred under this Act.

The note to section 5 also says the regulations may prescribe a fee to be paid in one year in relation to the review date of a later year, referring to paragraph 1351(4)(b) of the Corporations Act 2001. That means businesses should not assume the timing of payment notices will always line up neatly with the review year they have in mind. If timing matters, check both the Act and the current regulations.

Section 3 deals with the Crown. It says that if the Crown, in a particular capacity, is bound by the provision or provisions of the Corporations Act 2001 to which a review fee relates, then the Crown, in that capacity, is bound by this Act in respect of that review fee.

This is not a blanket statement that the Act always binds the Crown in every circumstance. The question is capacity-specific and depends on whether the relevant Corporations Act provision binds the Crown in that capacity. For most private businesses, this will not be the main issue. But it can matter for government-owned entities, statutory bodies or transactions involving public sector participants.

The current compilation includes section 7A, which validates the amount of certain review fees for specified historical financial years. This is a technical provision, but it can matter when checking old fee records.

In broad terms, section 7A applies to the amount of a review fee in the financial year starting on 1 July 2011, or a later financial year starting on or before 1 July 2024, if the fee was prescribed because of specified items in Schedule 1 to the Corporations (Review Fees) Regulations 2003 during the period starting when the 2011 amending regulations commenced and ending immediately before the 2025 amending regulations commenced. For the financial year starting on 1 July 2024, there is an extra condition that the review fee must be for a review date that occurred before the commencement of the 2025 amending regulations.

Section 7A then says the amount of the review fee is taken to be, and always to have been, the amount it would have been if subregulation 4(6), rather than subregulation 4(5), of the Review Fees Regulations as amended by the 2011 amending regulations had applied to review fees in the financial year starting on 1 July 2011.

For most small businesses, this provision will only matter if you are reviewing historical compliance, disputing an old amount, conducting due diligence, or checking legacy records in a sale, investment or insolvency context.

This Act is short, but businesses still need a workable compliance process around it. The main legal questions are: are you in a covered category, who is the liable person, what is the review date, and what amount is currently prescribed by the regulations?

For a standard SME company, the practical workflow is usually straightforward. Confirm the company details are current, know the review date, check the current regulations for the amount, and make sure someone is responsible for dealing with the fee when liability arises. For more complex groups, map the obligation by entity and by legal capacity. A company may have one review fee position as a company, while another group entity may separately hold an Australian financial services licence or another status that brings a different review fee category into play.

Before acting on this page, check four things. First, confirm the exact legal category involved. Secondly, confirm the review date rule that applies to that category. Thirdly, check the current Corporations (Review Fees) Regulations 2003 for the amount. Fourthly, if you are dealing with historical fees, compare the relevant year and category against section 7A and the regulations.

If your structure includes a registered scheme, notified foreign passport fund, registered Australian body, registered auditor, Australian financial services licence, or a government-related entity, the analysis may be more technical and should be checked carefully against the legislation.