Annual Statements – A Compliance Checklist
The requirement
for companies to lodge annual returns, was abolished on 1
July 2003. Companies, must still notify the Australian Securities
and Investments Commission (“ASIC”)
of changes to corporate details under the new annual statement
process. We provide a checklist to assist you in complying
with the annual statement process.
Annual Returns - Prior to 2003
- Ensure that annual returns up to and including the 2002
return, have been lodged with ASIC.
- If you are uncertain as to whether your company has lodged
its annual returns up to and including the 2002 return,
check the registration date on ASIC’s National Names
Index.
- If you need to lodge annual returns for 2002 or previous
years, you can obtain annual return reprints from ASIC.
Annual Statements
– 2003 and Onwards
- Receive annual statement from ASIC on your company’s
review date (typically the anniversary date of the company’s
registration). ASIC will send it by post unless the company
has registered to lodge company forms online, in which case
ASIC will send an email stating that the annual statement
can be reviewed online.
- Annual statement will comprise of a company statement
and an invoice statement.
- Check the company statement which will reflect the company’s
information on ASIC’s database relating to:
- registered office address
- principal business office address
- ultimate holding company
- director and company secretary details
- members details
- share structure
- members’ shares
- Do not return the company statement to ASIC. If the statement
contains details which are no longer for any reason, the
company needs to complete an ASIC Form 484 (for changes)
and lodge the form within 28 days of the annual review date.
- Complete and lodge an ASIC Form 492 for corrections which
have been notified to ASIC previously.
- Whether a form 484 is lodged or not, pay to ASIC the
annual review fee within 2 months of the review date or
together with the ASIC Form 484, if that Form is lodged.
- If the company has failed to pay the annual review fee
within 2 months of the annual review date - the company
will be charged a late payment fee. If the correct information
is not notified to ASIC within the 28 day review period,
the company will be charged a late review fee. If Form 484
or 492 recording the amended or incorrect information is
not lodged with ASIC within 28 days of the review date -
the company will be charged a late lodgment fee.
Insolvency
Resolutions
- Within 2 months of the review date, Company directors
must pass either a:
- Positive solvency resolution (when the directors believe
that the company will be in a position to pay all of
its debts, as and when they become due and payable);
or
- Negative solvency resolution (when the directors believe
that the company will not be in a position to pay all
of its debts, as and when they become due and payable).
- Lodge an ASIC Form 485 if the directors pass a negative
resolution within 7 days of the resolution being passed.
If the directors pass a positive resolution no such forms
need to be lodged with ASIC.
- If the directors fail to pass a solvency resolution,
the company must lodge a Form 485 within 2 months and 7
days after the company’s review date (unless the company
has supplied ASIC with a financial report in the last 12
months).
- Directors will be taken by ASIC to have represented that
the company is solvent if they have paid its review fee,
not lodged an ASIC Form 485 when required, lodged a financial
report in the past 12 months.
If you require
advice or assistance in relation to corporate and commercial
issues, or further information about our Corporate and Commercial
Practice, please contact Tal Williams, Partner on (61 2) 9458 7241 or tal.williams@ablawyers.com.au.
