Annual statements & solvency resolutions
We will send your company or scheme an annual statement each year within a few days of its annual review date. For most companies or schemes the annual review date will be the same as their date of registration.
We will send your company’s annual statement to one of the following:
- your online inbox if you have registered to use our online lodgement systems. We will send an email to the address you nominated to tell you the statement is ready to be viewed online.
- the address of your registered agent if you have appointed one
- your nominated mailing address if you aren’t registered to use our online lodgement systems
- your company’s registered offices if none of the above apply.
Registered scheme statements will be issued to the responsible entity for the scheme.
If you have not received your annual statement within five days after the review date you should contact us.
Annual statement checklist
| Step 1: Check your company/scheme statement |
Your annual statement will include at least two documents:
- a company (or scheme) statement which shows a snapshot of the company/scheme details as at the review date and
- an invoice statement displaying the amount due and due date for payment of the annual review fee. This invoice statement will also show the total amount owing by the company, if any fees were incurred prior to the issue date.
You may also receive a covering letter.
Content of a company statement
The statement will contain the information we have on our database about your:
- registered office
- principal place of business
- ultimate holding company
- officeholders
- company share structure
- members.
You must check this statement carefully.
- If no changes are needed, you don't need to lodge anything but you must still pay your annual review fee unless you have paid in advance, see Step 3.
- If any changes are needed you must lodge the change details with us within 28 days, see Step 2.
Your annual company statement may also include additional company information - Contact address for ASIC use only. This appears if you have notified us of a contact address or appointed a registered agent. Late lodgement fees or late review fees do not apply to this information but you need to keep it up to date.
Content of a scheme statement
The statement will contain the information we have on our database about your:
- responsible entity
- issued interests.
You must check this statement carefully.
- If no changes are needed, you don't need to lodge anything but you must still pay your annual review fee unless you have paid in advance, see Step 3.
- If any changes are needed you must lodge the change details with us within 28 days, see Step 2.
| Step 2: Change company details within 28 days |
If your company details have changed you must lodge changes with us within 28 days of the company statement issue date, or a late review fee will be charged.
How to change your details
You can lodge your changes using our online lodging service or using paper forms. We suggest you take advantage of our online lodging service. Register now to lodge forms online. If you are a company officeholder you will need your corporate key to register for online access.
Use:
- Form 484 Change to company details to make changes to company details or
- Form 492 Request for correction if you’ve already told us of changes but they are not shown correctly in the statement. You can also phone us on 1300 300 630 to tell us about corrections.
Do not return the company statement to us.
Form 484 Change to company details
Form 484 has three sections: A, B and C. These sections can be lodged individually or together depending on the types of changes you need to tell us about.
Tell us about changes when they happen
You only receive one annual statement for a company each year. However, you must also lodge changes to company details when they happen at other times during the year.
In most cases you can tell us about such changes using a Form 484. Here is a list of the more common changes that you need to tell us about, the form you should use, and how long you have to tell us if you want to avoid being charged a late lodgement fee.
How to tell us about scheme changes
A Responsible Entity for a registered scheme need only notify changes to scheme details in response to the scheme statement. The Form 491 Change to scheme details must be lodged to notify any changes. If required, the Form 491 should be lodged within 28 days of the issue date of the scheme statement. You can access a copy of the form from Find ASIC forms.
| Step 3 Pay invoice for annual review fee within 2 months |
You must pay the annual review fee shown on the invoice statement you received with your annual statement. If you have paid in advance, the annual review fee will be 'Nil'. If there is a fee it must be paid regardless of the accuracy of the information shown in your company or scheme statement.
If you do not pay a review fee that is owing within 2 months of your annual review date, a late payment fee will be charged.
See also:
| Step 4 Pass a solvency resolution within 2 months |
Company directors must pass a solvency resolution within 2 months after each review date, unless the company has lodged a financial report under Chapter 2M of the Corporations Act 2001, with ASIC within the previous 12 months. There are two types of solvency resolutions:
- positive solvency resolution This is passed when the directors have reason to believe that the company will be able to pay its debts as and when they become due and payable. You must keep a copy of the solvency resolution, but you do not need to send it to us.
- negative solvency resolution This is passed when the directors have reason to believe that the company will not be able to pay its debts as and when they become due and payable.
Guide on what directors must do
| Solvency resolution | What they must do | Must be lodged within |
| Directors pass a negative solvency resolution | Lodge Form 485 | 7 days after the resolution is passed |
| Directors pass a positive solvency resolution * | You don't have to notify us of a positive solvency resolution* |  |
| Directors have not passed a solvency resolution | Lodge a Form 485 unless the company has lodged a financial report with us in the last 12 months | 2 months and 7 days after the company's review date |
* Directors are taken to have represented that their company is solvent if they have:
- paid its review fee, and
- not lodged a Form 485 within 2 months and 7 days after the company’s review date, and
- not lodged a financial report in the previous 12 months.
Solvency resolutions do not apply to registered schemes.
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