Ongoing Governance & Compliance for ASIC-Registered Entities
Operating a registered company in Australia carries significant statutory responsibilities. Under the Corporations Act 2001, directors of ASIC-registered entities are legally obligated to maintain accurate corporate registers, lodge notifications of structural changes within strict timelines, and pass annual solvency resolutions. Failure to meet these duties can result in heavy late fees, director penalties, or company deregistration. At Executive Advisors, our Compliance desk in Fortitude Valley, Brisbane, provides comprehensive company secretarial and governance support to keep your entities fully compliant.
We act as the registered office for local and international corporate groups, managing all communications from the Australian Securities and Investments Commission (ASIC). From processing share transfers and officeholder appointments to executing your annual review and drafting board resolutions, we ensure your corporate governance framework is flawless, protecting you from personal liability and regulatory scrutiny.
"ASIC compliance is not a once-a-year checklist; it is an active legal obligation. Directors must ensure that company details are updated in real-time and that formal solvency resolutions are passed annually to maintain limited liability protection."
Essential Governance Disciplines for Registered Companies
Our advisory team supports company directors in meeting their statutory duties and maintaining corporate records under Australian corporate law.
1. Registered Office & ASIC Agent Services
Every proprietary company must have a registered office address in Australia to receive official legal notices. We provide our Fortitude Valley address as your registered office and act as your authorized ASIC Agent. We receive, review, and process all official correspondence, ensuring you never miss critical filing deadlines.
2. Annual Review Management & Solvency Declarations
ASIC issues an Annual Statement shortly after your company's registration anniversary. Directors must review these details, pay the annual review fee, and pass a formal resolution declaring the company is solvent (able to pay its debts as they fall due). We manage this entire process, drafting the necessary board resolutions and keeping your record current.
3. Corporate Register Maintenance
Companies are legally required to maintain updated registers of members (shareholders), option holders, debenture holders, and ultimate holding companies. We establish and maintain your electronic corporate register, tracking share allocations, transfers, and classes in strict accordance with the Corporations Act.
4. Structural Change Notifications
Any changes to your company structure—including appointing or resigning directors, altering officeholder residential addresses, issuing new shares, or changing the company name—must be reported to ASIC. Most changes require notification within 28 days to avoid substantial late fees. We draft the resolutions and submit the forms on your behalf.
The ASIC Compliance Lifecycle
We provide a structured, four-phase annual compliance roadmap to keep your registered entities compliant and in good standing with regulators.
Corporate Governance Audit
We review your current company records, corporate constitution, historical ASIC filings, and share registers to identify and correct any legacy discrepancies.
Annual Review Verification
Within 14 days of your registration anniversary, we verify your ASIC Annual Statement, cross-referencing all details against internal records to ensure absolute accuracy.
Solvency Resolution & Fee Settlement
We draft the annual solvency resolution for the board's signature, lodge the verification with ASIC, and coordinate the payment of statutory annual review fees.
Ongoing Registry Maintenance
We process all mid-year officeholder, address, or shareholder changes within the mandatory 28-day window, lodging digital updates directly to the ASIC register.
ASIC Filing Timelines & Penalty Risks
Maintaining awareness of statutory filing windows is essential to avoiding late fees and regulatory action.
| Corporate Change / Filing Event | ASIC Form Reference | Mandatory Notification Window | Late Fee Penalty (ATO/ASIC) | Consequences of Non-Compliance |
|---|---|---|---|---|
| Annual Review & Solvency Declaration | Annual Review Pack | Within 60 days of anniversary date. | Varies; plus interest on outstanding fees. | Company deregistration; directors personally liable for debts incurred. |
| Change of Director or Secretary Details | Form 484 (Section A) | Within 28 days of the change. | $93 (up to 1 month late); $387 (over 1 month late). | Breach of director duties; incorrect public record. |
| Share Issues or Transfers | Form 484 (Section C) | Within 28 days of the change. | $93 (up to 1 month late); $387 (over 1 month late). | Inaccurate register of members; potential shareholder disputes. |
| Change of Registered Office Address | Form 484 (Section B) | Within 28 days of the change. | $93 (up to 1 month late); $387 (over 1 month late). | Failure to receive legal notices; potential default judgments. |