Once a new company has completed its initial company registration it still has a number of ongoing obligations and requirements to remain compliant with the Australian Securities and Investments Commission (ASIC), the government body responsible for all companies registered in Australia.
When applying to ASIC for a new company registration, the owners of a business need to abide by certain legislation, as outlined in the Corporations Act 2001, and its internal management rules which the company and its Officer must comply. Each company may decide to adopt the internal management rules that are set out in this Act, or establish its own Company Constitution or a mixture of both. Clearly, keeping up to date with current legislation and remaining adherent to the company rules is critical to ensuring ongoing compliance.
After the company registration, the officers of the company are required to advise ASIC of any changes in company details; such as, 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 business. ASIC has strict requirements on how and when these changes are to be notified. When ASIC receives notice of these changes, they are updated in their public records.
In relation to company registration changes, the common challenge small business operators often face is knowing which forms need to be completed and submitted to ASIC. Once the company has the correct form/s it is important to compete them accurately, including all relevant information, and then ensuring that they are 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 within 14 days)
• Change in company type (to be notified within 14 days)
• Change in company location (to be notified within 7 days)
• Change of registered office or principal place of business (to be notified within 28 days)
• Change of director, alternate director or company secretary (to be notified within 28 days)
• Change in the name or address of company officers (to be notified within 28 days)
• Shares issued, transferred or cancelled (to be notified within 28 days)
• Registered charges (to be notified within 45 days)
It is also important to ensure that the company register is continually kept up to date. This register is a living document that needs to be reviewed and updated whenever a change occurs. While ASIC maintains company details of a business since company registration, it is expected that the business also holds a comprehensive and detailed register.
On the anniversary of the company registration, ASIC requires artiklar om företag each company to confirm its details against its own records. This is done by an Annual Company Statement, which is an extract of company details held on ASIC’s database, which is provided to the company for review. Details of this extract include:
• the date of company registration and review date
• names and addresses of each director, alternate director and company secretary;
• current shares issued and options granted;
• details of the company’s Members;
• address of the company’s registered office;
• address of the principal place of business.
• the ultimate holding company name & Australian Company Number (if applicable)
• ASIC’s recorded postal address for correspondence sent to the company
If any of the details in the Annual Company Statement provided by ASIC are incorrect at the review date, the company must lodge the required forms to correct the details in ASIC’s database. In addition, at the time of an annual review a solvency resolution must be passed by the directors stating that the company will be able to pay its debts when they are due. Directors falsifying this information may be charged and be liable for penalties and even gaol sentences, so this obligation is one to be taken seriously.
At the time of the annual review an annual fee is to be paid to ASIC. This fee will vary depending on the type of company registration; for example, 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 company officers will also need to ensure that the annual fee is paid within 2 months to avoid late-payment penalties being applied to the company.