ASIC Annual Review: How To Prepare And Complete It

Running a company in Australia means keeping on top of your annual obligations with the Australian Securities and Investments Commission (ASIC). One of the key milestones each year is your ASIC annual review.

If you’re not sure what to expect, don’t stress. With a simple checklist and a few documents ready to go, you can complete your annual review quickly and avoid penalties.

In this guide, we’ll explain what the ASIC annual review is, what to prepare before review day, and the step-by-step process to complete it on time. We’ll also cover common changes you might need to lodge and the company documents that make reviews smoother every year.

What Is The ASIC Annual Review And Why It Matters?

Every Australian company must complete an annual review with ASIC. Around the anniversary of your company’s registration (your “review date”), ASIC sends your company statement and an invoice for your annual review fee.

The annual review has two big goals:

• Confirm your company details are accurate (directors, addresses, share structure, and more).
• Ensure your directors consider and record a solvency resolution (whether the company can pay its debts when they’re due).

From a compliance perspective, you’ll need to check the statement, pay the fee, record the directors’ solvency resolution and lodge any changes that have occurred. If something’s wrong or out of date, it’s important to fix it promptly.

Falling behind can get expensive. Late payments and late lodgements can trigger additional fees - and ongoing inaccuracies can lead to compliance issues. Preparing ahead of your review date keeps things simple and risk-free.

What Do You Need Before Review Day?

A bit of preparation makes the annual review straightforward. Here’s a practical checklist to have ready.

Confirm Company Details

• Current registered office and principal place of business (correct addresses are crucial for official notices).
• Full legal names, dates of birth and residential addresses of all directors and secretaries.
• Share structure and issued capital, including the classes of shares on issue and who holds them.
• Ultimate holding company details (if applicable).

Governance And Signing

• A practical way to record decisions is with a directors’ minute or resolution. Many companies streamline this with a simple Directors Resolution Template that’s reused each year.
• Make sure your directors are comfortable with signing documents under section 127 and your execution clause aligns with your constitution.
• If you’re signing remotely, check your approach is compliant by revisiting the rules for wet ink vs electronic signatures.

Solvency Resolution

• Directors must consider whether the company is solvent within the required timeframe after your review date. If you need a refresher on the process and timing, see this overview of a solvency resolution.

Key Company Documents

• Your Company Constitution (so you can follow your decision-making and execution rules). If you don’t have one, the replaceable rules apply - but many companies prefer a tailored constitution for clarity.
• Your members register and share certificates (to confirm issued capital and holdings).

People And Residency Requirements

• At least one director must ordinarily reside in Australia for a proprietary company. If your board has changed, ensure you still meet the Australian resident director requirements.

Cash Flow For Fees

• Set aside funds and note your payment method. ASIC adjusts fees from time to time, so it’s worth being aware of any ASIC fee increase updates.

Step-By-Step: How To Complete Your ASIC Annual Review

1) Receive Your Company Statement And Invoice

ASIC will send your company statement around your review date. This document summarises your current details and includes your annual review fee.

Tip: Diarise your review date and set internal reminders. That way, you can gather documents ahead of time and avoid last-minute scrambling.

2) Check Every Detail Carefully

Review the company statement line-by-line against your internal records.

• Registered office and principal place of business details match reality.
• Director/secretary names and addresses are correct.
• Share structure, classes and holdings are up to date.
• Ultimate holding company (if any) is accurate.

If everything is correct, you don’t need to lodge anything yet - proceed to the next steps. If something is wrong, plan your lodgements now (see step 4).

3) Record The Directors’ Solvency Resolution

Within the required timeframe after your review date, your directors must pass a solvency resolution stating whether the company will be able to pay its debts as and when they fall due.

Record the resolution in your minute book and keep it with your company records. If directors cannot state solvency, additional notifications and actions may be required - seek advice promptly and refer to the solvency resolution guidance.

4) Lodge Any Changes Promptly

If there have been changes (for example, a new director, an address update or a share issue/transfer), you need to notify ASIC. Companies typically use ASIC’s forms for changes to details - the most common is addressed in our plain-English guide to ASIC Form 484.

There are strict timeframes for notifying ASIC (generally within 28 days of the change). Late lodgements can mean late fees, so it pays to act quickly.

5) Pay The Annual Review Fee

Pay the fee by the due date on your invoice. Put a system in place so payments aren’t missed during busy periods.

ASIC may change fees from time to time, so keep an eye on any ASIC fee increase updates before budgeting for the year.

6) File And Keep Records

Keep copies of the company statement, evidence of fee payment, any forms lodged and your directors’ solvency resolution. Good record-keeping makes the next review faster and helps if ASIC ever asks questions.

Common Changes To Update With ASIC (And How To Do Them)

Plenty of companies evolve during the year. Here are common changes you may need to notify and how they typically work in practice.

Changes To Directors Or Secretaries

If a director or secretary is appointed, resigns or changes their residential address, let ASIC know within the required timeframe. Keep your board composition under review to ensure you continue to meet resident director requirements.

Registered Office Or Principal Place Of Business

When your office moves, update ASIC so legal notices get to the right place. You’ll also want to confirm your signage and disclosures reflect the correct address, company name and ACN or ABN.

Share Issues And Transfers

Whether you’re onboarding a co-founder, rewarding a team member or bringing in investors, changes to shareholdings must be recorded in your member register and often reported to ASIC. If you’re handling a transfer, this walkthrough on how to transfer shares outlines the typical steps.

After issuing or transferring shares, companies usually prepare or update share certificates and ensure the details align with what’s reported to ASIC.

Shareholder Agreements And Governance

If your ownership or control changes, it’s also a good time to review your governance documents. A Shareholders Agreement can set clear rules around decision-making, exits and disputes, which makes annual confirmations and future changes simpler to manage.

Company Name Changes

If you’re rebranding, a name change is a separate process. Once complete, ASIC will update your details and you’ll receive confirmation. Make sure your public disclosures, website and stationery reflect the new name.

Avoiding Penalties: Deadlines, Fees And Ongoing Compliance

Here are the timing rules most companies keep front of mind each year.

• Annual review fee due date: Shown on your invoice - budget ahead to avoid late fees.
• Solvency resolution: Directors must pass this within the required timeframe after your review date. If they can’t state solvency, additional notifications may be required.
• Change notifications: Many company changes must be lodged within 28 days of the change.

If a due date falls on a weekend or public holiday, having clarity on what is a business day helps you plan filings and payments with confidence.

Beyond the annual review, maintain accurate records throughout the year. Keep your registers up to date, document board decisions, and file changes promptly. Building these habits into your monthly or quarterly routines prevents a year-end scramble.

Useful Company Documents For Smooth Reviews

The right documents make annual reviews faster and reduce risk. Consider whether these are in place and up to date.

• Company Constitution: Your internal rulebook for decision-making, share movements and document execution.
• Directors’ Minutes/Resolutions: A standardised template such as a Directors Resolution Template keeps your minute book consistent.
• Shareholders Agreement: Sets expectations between owners on key matters (transfers, funding, exits, disputes).
• Members Register And Share Certificates: Keep holdings current and ensure certificates reflect recent issues or transfers - see the overview of share certificates.
• Execution And Signing Processes: Confirm your execution clause and whether you’ll rely on electronic signing; section 127 rules on company execution help you execute correctly.
• Board Process For Sole Directors: If you operate with a single director, this note on how a sole director resolution works can simplify annual paperwork.
• Change Lodgement Checklist: A short checklist mapped to ASIC Form 484 helps your team notify changes within the deadline.

It’s also smart to align your internal year-end routines with your review date. For instance, schedule a short board meeting each year to consider solvency, confirm details and authorise any required lodgements.

Frequently Asked Questions

Do I Need To Lodge Something If Nothing Changed?

If your details are correct and nothing changed during the year, you don’t need to lodge a correction form. You still need to pass and record the solvency resolution and pay the fee on time.

What Happens If I Miss The Due Date?

Late fees apply to both late payments and late lodgements. Handle the tasks as soon as possible to limit costs and bring your company back into good standing.

Can A Registered Agent Handle This For Me?

Yes. Many companies appoint a registered agent or work with their accountant or lawyer to manage the annual review, monitor deadlines and file changes. Even if you outsource, it’s wise to understand the process so you can keep your records accurate during the year.

Do I Need To Notify ASIC About Internal Documents?

You don’t lodge your minutes or constitution as part of the review. However, you must keep them and produce records if requested. Changes that affect your public record (like directors, addresses or share structure) generally require notification.

Key Takeaways

• Your ASIC annual review happens each year around your registration anniversary and includes checking details, passing a solvency resolution and paying the fee.
• Prepare ahead by confirming director details, addresses and shareholdings, and by having your board resolution template and constitution ready.
• If anything changed during the year, notify ASIC within the required timeframe - many updates are handled via processes explained in ASIC Form 484 guidance.
• Record your directors’ solvency resolution within the deadline and keep good records; this simple habit avoids penalties and speeds up future reviews.
• Governance tools like a Company Constitution and a Shareholders Agreement make ownership changes and annual confirmations more straightforward.
• Build annual review tasks into your calendar so payments and lodgements never slip past their due dates.

If you’d like a consultation on preparing and completing your ASIC annual review, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.