Once a recent company has accomplished its initial company registration it still has numerous ongoing obligations and requirements to stay compliant with the Australian Securities and Investments Commission (ASIC), the federal government body chargeable for all firms registered in Australia.
When applying to ASIC for a recent company registration, the owners of a business must abide by certain laws, as outlined within the Corporations Act 2001, and its internal management rules which the corporate and its Officer must comply. Each company may determine to adopt the interior management rules which might be set out on this Act, or establish its own Company Structure or a mix of each. Clearly, maintaining thus far with current laws and remaining adherent to the corporate rules is critical to making sure ongoing compliance.
After the corporate registration, the officers of the corporate are required to advise ASIC of any changes in company details; comparable to, change in company officers (directors, secretaries and alternate directors), change of members or share structure, change of registered office or change of principal place of work. ASIC has strict requirements on how and when these changes are to be notified. When ASIC receives notice of those changes, they’re updated of their public records.
In relation to company registration changes, the common challenge small business operators often face is knowing which forms must be accomplished and submitted to ASIC. Once the corporate has the proper form/s it will be important to compete them accurately, including all relevant information, after which ensuring that they’re lodged on time to avoid late-lodgement penalties.
Some key changes to any company that requires a notification to be sent to ASIC are:
• Change in company name (to be notified inside 14 days)
• Change in company type (to be notified inside 14 days)
• Change in company location (to be notified inside 7 days)
• Change of registered office or principal place of work (to be notified inside 28 days)
• Change of director, alternate director or company secretary (to be notified inside 28 days)
• Change within the name or address of company officers (to be notified inside 28 days)
• Shares issued, transferred or cancelled (to be notified inside 28 days)
• Registered charges (to be notified inside 45 days)
It is usually necessary to be sure that the corporate register is continually kept up thus far. This register is a living document that should be reviewed and updated every time a change occurs. While ASIC maintains company details of a business since company registration, it is predicted that the business also holds a comprehensive and detailed register.
On the anniversary of the corporate registration, ASIC requires each company to verify its details against its own records. This is finished by an Annual Company Statement, which is an extract of company details held on ASIC’s database, which is provided to the corporate for review. Details of this extract include:
• the date of company registration and review date
• names and addresses of every director, alternate director and company secretary;
• current shares issued and options granted;
• details of the corporate’s Members;
• address of the corporate’s registered office;
• address of the principal place of work.
• the final word holding company name & Australian Company Number (if applicable)
• ASIC’s recorded postal address for correspondence sent to the corporate
If any of the main points within the Annual Company Statement provided by ASIC are incorrect on the review date, the corporate must lodge the required forms to correct the main points in ASIC’s database. As well as, on the time of an annual review a solvency resolution have to be passed by the administrators stating that the corporate will give you the option to pay its debts once they are due. Directors falsifying this information could also be charged and be chargeable for penalties and even gaol sentences, so this obligation is one to be taken seriously.
On the time of the annual review an annual fee is to be paid to ASIC. This fee will vary depending on the variety of company registration; for instance, a preferred name proprietary company limited by shares has an annual fee of $218 (from 1 July 2010), while a public company limited by shares has an annual fee of $1,029 (from 1 July 2010). The corporate officers may even must be sure that the annual fee is paid inside 2 months to avoid late-payment penalties being applied to the corporate.
Many firms unnecessarily pay Annual Review fees once they don’t must. Examples include:
• Where an organization intends to voluntarily deregister. If ASIC approves and publishes the corporate deregistration inside 2 months before or after the Annual Review data. The ASIC fee payable is $33.
• If the Company is a Special Purpose Company, comparable to a Home Unit Company, a Charitable Purposes Company, a Superannuation Trustee Company. The ASIC Annual Review fee for a Special Purpose company is $41 (from 1 July 2010).
ASIC will consider waiving late fees if evidence could be provided to prove that the explanations resulting in the late fee were beyond the control of all of the officers of the corporate. Examples of this include where:
• ASIC caused the delay
• Court proceedings caused the delay
• Records have been seized by ASIC or police
• Records were destroyed and there was insufficient time to reconstruct them
• Industrial disputes (eg a postal strike)
• An officeholder has passed away
ASIC won’t waive a late fee if the corporate already has outstanding review fees and can only reimburse late fees in the event that they accept the applying for waiver of those fees (due to this fact, pay outstanding fees first). Examples of where ASIC won’t waive a late fee include where:
• A 3rd party fails to lodge on time (eg. accountants or agents on behalf of the corporate)
• The Annual Statement just isn’t received (it will be important that company officers notify ASIC of current contacts and addresses)
• Company Officers were inexperienced (company officers must pay attention to their obligations and may outsource lodgement tasks)
• Insufficient funds to pay fees (which could indicate the corporate is insolvent)
• Small or not-for-profit company (under the law all firms are chargeable for lodging and paying ASIC fees on time).
Keeping your organization registration details up-to-date with ASIC and responding to them in a timely manner, will go along approach to ensuring what you are promoting complies with company requirements in Australia. As all the time, when you are unsure of your obligations seek independent skilled advice.
