Australia: Is Your Company Above Board? ASIC Requirements For Companies


A company limited by shares must keep a record of all the shares that it issues. Any changes that affect the company's share structure must be notified to the Australian Securities and Investments Commission (ASIC).

Late lodging fees will apply if a company notifies a change to ASIC outside the lodgment period. Only one late lodgment fee will apply to a form even if a number of changes are notified.

Where a company issues new shares, it must notify ASIC within 28 days of the date of change by lodging a Form 484 – Change to Company Details (Section C).

A company must also lodge a Form 484 with ASIC where:

  • existing shares are cancelled; and
  • existing shares have not been issued or cancelled but, for a class of shares issued by the company that is not fully paid, there has been a change to the total amount of money that has been paid for those shares.

For proprietary companies, ASIC must be notified if:

  • the members register is updated to show the transfer of shares from one member to an existing member or to a new member;
  • there are changes to the details of the shares held by any of the top 20 members in each class of shares of shares issued by the company.
  • a beneficial member becomes a non-beneficial member or vice versa;
  • the company divides or converts shares into different classes (ASIC must be notified of this change within 14 days).
  • a member has changed their details (name or address),
  • ASIC must be notified within 28 days of the date of change;
  • a member has changed its holding (for example, where shares are beneficially held or fully paid) ASIC should be notified within 28 days of the change by completing Section C of Form 484.

Public companies are only required to notify ASIC of changes to the share structure, including the issue or cancellation of shares, share conversion or division. Public companies are not required to notify ASIC of changes to member details.


Notification of Appointment or Cessation

Both proprietary and public companies must notify ASIC when a new director, secretary or alternate director is appointed, or when a current officeholder ceases. (It is optional for proprietary companies to appoint a secretary).

ASIC must be notified of these changes within 28 days of the appointment or cessation, by completion of Section B of Form 484.

Notification of Change to Name or Address

A company must notify ASIC when there are changes to the name or residential address of a director, secretary or alternate director, or if the cessation date of an alternate director is changed.

These changes must be lodged with ASIC within 28 days of the date of the change, by completing Section A of Form 484.

Notification by Officeholders

Where a director or secretary wishes to give notice of their own resignation or retirement they may lodge a Form 370, together with a copy of their letter of resignation, anytime after the date of termination (this is an optional step).

The company must still lodge a Form 484 notifying ASIC of the resignation of the officeholder within 28 days from the date of resignation or retirement.

Late Lodgment

Late lodging fees will apply if a company fails to notify a change to ASIC within the lodgment period.

Registered Office/Principal Place of Business

Proprietary Companies

A proprietary company must notify ASIC when a change occurs to the registered office address or the principal place of business. This must be done within 28 days of the date of change using Form 484 – Section A.

Late lodging fees will apply if a company fails to notify a change to ASIC within the lodgment period.

Public Companies

All public companies must notify ASIC of any change in office hours before the change occurs. The registered office of a public company must be open to the public each business day from at least 10 am to 12 noon and 2pm to 4pm, or for at least 3 hours between 9am and 5pm. A letter to ASIC notifying it of this change will be accepted as notification.

Company Name

Where a company wishes to change its company name at any time, the company must pass a special resolution adopting a new name and lodge a copy of the special resolution with ASIC. ASIC will then change the company name provided that the name is available and payment of the prescribed fee is received.

The company must lodge a Form 205 - Notification of Resolution with ASIC within 14 days of the meeting at which the special resolution is passed. Late lodging fees will apply if a company lodges a copy of the resolution with ASIC outside the lodgment period. The change of name does not take effect until a Certificate of Registration of change of company name is issued by ASIC.

If a company wishes to reserve a name prior to the actual change (this is an optional step), it may do so by lodging with ASIC a Form 410 – Application for Reservation of a Name, with the prescribed fee.


Public Companies

Any changes to the constitution of a public company must be made by a special resolution of the members of the company. A copy of the resolution must be lodged with ASIC within 14 days after the special resolution is passed. Late lodging fees will apply if a company lodges a copy of the resolution with ASIC outside the lodgment period.

Proprietary Companies

It is not necessary to lodge the constitution with the application for registration. Changes to the constitution of a proprietary company also do not have to be notified to ASIC, but the constitutions of all companies must be kept with the company's records.

Changing Company Type

The Corporations Act 2001 (Act) states that only certain types of company conversion are permitted. For example, a proprietary company limited by shares may change to an unlimited proprietary company or an unlimited public company or a public company limited by shares.

In order to change the company type, a company must pass a special resolution and lodge a Form 205 – Notification of Resolution and Form 206 – Application for Change of Company Type with ASIC.


A person with an interest in a charge, i.e. the chargor (borrower) or the chargee (lender), can register the charge. The details of the charge must be registered with ASIC within 45 days of its creation.

Registration of the charge is done by:

Lodging Form 309 – Notification of a Charge with the required fee and evidence to show how the charge was created (for example a charge created by resolution or by instrument such as a mortgage deed or contract). The Form 309 must be signed by, or on behalf of the company, or by an interested person.

Lodging a Form 350 – Certificate of Compliance with Stamp Duties Law with the Form 309.

Late lodging fees will apply if a charge is lodged with ASIC more than 45 days after the creation of the charge.

The charge may, in certain circumstances, also lose priority it would have had over other security and become unenforceable.

To release property or to discharge property from a charge, a Form 312 – Notification of Discharge or Release of Property from a Charge, must be lodged along with the prescribed fee.

Where the company varies a charge over the company's property, the company must inform ASIC within 45 days from the date of the variation by lodging Form 311.

Financial Statements and Reports

Where a company is required by the Act to lodge financial statements and reports, it must do so after the end of each financial year.

The company must lodge a copy of its financial statements and reports for the relevant financial year together with a Form 388. This form is also used to notify ASIC of the appointment of an auditor.

Form 388 must be lodged with ASIC within 3 months from the end of the financial year if the company is a "disclosing entity" or "managed investment scheme", or within 4 months from the end of the financial year otherwise.

Annual Statements

Within 14 days of a company's review date (usually the anniversary of the company's registration date) ASIC will provide the company's annual statement to it.

The annual statement must be checked carefully. If no changes are needed to the company's details, nothing is required to be lodged (except for paying the annual review fee). If any changes are needed the company must lodge the changed details with ASIC within 28 days by lodging a Form 484.

Late review fees will apply if a company does not bring its company details up to date within 28 days of the issue of the annual statement.

Directors Solvency

Company directors must pass a solvency resolution within 2 months after each review date, unless the company has lodged a financial report with ASIC within the previous 12 months.

There are two types of solvency resolutions:

  • directors pass a negative solvency resolution and must lodge Form 485 within 7 days after the resolution is passed; or
  • directors pass a positive solvency resolution where there is no need to notify ASIC.

Swaab was recently named winner 'Best Law Firm in Australia (Revenue < $20m)' and 'Attribute Award for Exceptional Service (Australia Wide)' and at the 2008 BRW- Client Choice Awards.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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