The Territories Legislation Amendment Act 2020 amends a range of Commonwealth legislation to extend their application to the territories of Christmas Island, the Cocos (Keeling) Islands, Norfolk Island and the Jervis Bay Territory with the rest of Australia.
Under the reforms, on 2 August 2021, the operation of the Corporations Act 2001 (Corporations Act) was extended to Norfolk Island to ensure all Australian companies operate under the same legislative framework and the registration of eligible Norfolk Island companies were transferred to the Corporations Act.
From 2 August 2021, the Australian Securities and Investments Commission (ASIC) is responsible for providing company registration services for Norfolk Island.
Eligible Norfolk Island companies were registered as Australian companies under the Corporations Act and will now appear on ASIC registers.
Eligibility for existing Norfolk Island companies
A Norfolk Island company was eligible to be registered as an Australian company if:
it was a registered company under the Norfolk Island Companies Act 1985 (NI), other than a foreign company registered under Part 25 of that act (foreign companies will remain registered in their host jurisdiction); and
the company was not a Chapter 5 body corporate (as defined in section 9 of the Corporations Act); and
no application to wind up the company was made to the Supreme Court of Norfolk Island that had not been dealt with; and
no application to approve a compromise or arrangement between the company and another person was made to the Supreme Court of Norfolk Island that had not been dealt with.
Changes to your company details
You need to notify ASIC of certain changes to your company.
Common changes that require notification to ASIC include changes to company and officeholder addresses, appointing and ceasing company officeholders, transferring shares and appointing or ceasing members. For more information about changes to your company including how to notify ASIC of the changes, visit changes to your company.
Most changes need to be lodged with us within a certain timeframe. If ASIC is notified outside this time, we may charge a late lodgement fee. In most instances, ASIC must be notified within 28 days of the change occurring, otherwise late fees apply. For more information about late fees, amounts, and when they apply, visit our late fees web page.
When you notify ASIC more than 28 days after the date a director has ceased, ASIC must amend the date of cessation to the date the notification was lodged with us. For further information visit changing the date of a director resignation/removal.
Setting up your officeholder portal account
In some cases, you may experience an issue with signing up for your officeholder portal account. This is due to the requirement to enter a phone number when signing up.
To continue setting up your account, please enter your phone number using the 'Mobile' option. Input the number with a leading zero (0), followed by the area code 6723 and then your phone number.
We use your phone number to confirm your identity when calling us about an ASIC Connect account.
Please note, you must also select 'NSW' as the State/Territory when entering your address details.
On 2 August 2021, eligible Norfolk Island companies were registered as Australian companies under the Corporations Act and will now appear on ASIC registers.
You can use our 'Organisations and Business Names' search on ASIC Connect.
You can search by the company's name or the company's Australian Company Number (ACN).
Frequently Asked Questions (FAQs)
See answers to FAQs about Norfolk Island below.
When will my Norfolk Island company be registered by ASIC?
Eligible Norfolk Island companies will be registered under the Corporations Act 2001 on 2 August 2021.
How do I know if my company is eligible to be registered?
The eligibility criteria are outlined under section 1678 of the Corporations Act 2001 (Act).
A corporation is eligible for registration as a company under Part 5B.1 of the Act if:
it is a registered corporation under Norfolk Island’s Companies Act 1985, other than a foreign company registered under Part 25 of that Act, and:
it is not a Chapter 5 body corporate;
no application to wind up the corporation has been made to the Supreme Court of Norfolk Island that has not been dealt with; and
no application to approve a compromise or arrangement between the corporation and another person has been made to the Supreme Court of Norfolk Island that has not been dealt with.
Will my existing Norfolk Island company keep the same name?
Eligible Norfolk Island companies will be registered with their existing names (as long as it is not unacceptable for registration such as the name containing a restricted word) even if it is identical to another company or business name already reserved or registered.
Will my company receive a new certificate of registration?
Yes, eligible Norfolk Island companies will receive a new certificate of registration.
The certificate will include:
The company’s name,
The company’s ACN,
The company’s type,
That the company is registered under the Corporations Act 2001,
That the company is taken to be registered in Norfolk Island; and
The date of the company’s registration (2 August 2021).
What is an ACN and do I need to include the ACN on company documents?
Every Australian company is issued with a unique, nine-digit number, an Australian Company Number (ACN).
You must include your Australian Company Number (ACN) on all your public company documents.
This includes things like:
the common seal (if the company has one),
company letterheads,
every negotiable instrument (like a cheque or promissory note), and
What is a corporate key and when will my company receive one?
A corporate key is a unique 8-digit number linked to a specific company.
A corporate key is like the PIN for a bank account and is used to keep your company information secure. Your company has only one corporate key.
You will receive your corporate key after the company has been registered with ASIC.
A letter with your corporate key will be sent to your registered office within two days of registration.
What if my company isn’t eligible to be registered?
If your company does not meet the definition of eligible under section 1678 of the Corporations Act 2001, ASIC will not be able to register your company.
What will the annual review date of my company be?
Eligible Norfolk Island companies that are registered by ASIC on 2 August 2021, will have an annual review date of 2 August each subsequent year.
How much is my annual review fee?
Annual review fees are indexed each year and are different depending on the company type.
Late fees apply if you don’t pay your annual review fee on time.
See Annual statements for more information about the annual review fees.
Does my company need to lodge financial reports?
All companies should keep financial records to ensure they understand how their operations are faring.
Some types of companies need to keep these records for lodgement with ASIC.
ASIC has published an information sheet (INFO 31) that explains the types of companies that must lodge financial reports, what documents must be lodged, and when and how to lodge financial reports.
How do I notify ASIC of changes to my company details?
Pre-2 August 2021
Prior to registration under the Corporations Act 2001 on 2 August 2021, all Norfolk Island companies should continue to follow the existing process for notifiable changes with the Norfolk Island Registrar of Companies.
After 2 August 2021
You will need to notify ASIC of certain changes to your company.
Common changes that require notification to ASIC include changes to company and officeholder addresses, appointing and ceasing company officeholders, transferring shares and appointing or ceasing members.
In most instances, ASIC must be notified within 28 days of the change occurring, otherwise late fees apply.
Use your corporate key (which will be provided to you upon registration) to register to use our online services to make any changes.
How do I notify ASIC if I am a special purpose company?
Certain companies qualify for reduced annual review fees where they were established for a particular purpose, generally as a superannuation trustee company or a not-for-profit company.
If you wish to notify ASIC of your special purpose company status you may do this after 2 August 2021.
What happens to my company’s memorandum and articles of association?
For eligible Norfolk Island companies that are registered under the Corporations Act 2001 (Act), the memorandum and articles of association become the company’s constitution upon registration.
Companies must modify their constitution within 3 months after registration to give effect to its registration under the Act.
Yes, some company and officeholder details will be publicly available.
ASIC is responsible for maintaining the public registers of companies, business names, professional and various other registers. Some of the information held on our registers is available to the public. See Disclosure of personal information on ASIC's registers for more information about searches and what information is publicly available.
See Search fees for samples of company and organisation searches on our website.
Does my company need to appoint an auditor?
Once registered, certain types of companies must prepare and lodge audited financial reports with ASIC. These financial reports must be audited by a registered company auditor that is registered under the Corporations Act 2001 (Corporations Act).
The directors of a proprietary company may appoint an auditor for the company if an auditor has not been appointed by the company in a general meeting (s 325 of the Corporations Act).
In accordance with s 327A of the Corporations Act, the directors of a public company must appoint an auditor within one month after the day on which the company is registered, unless the company, at a general meeting, has appointed an auditor. The auditor holds office until the company's first AGM, where the appointment is confirmed by the members or another auditor is appointed.
A Form 388 Copy of financial statements and reports (Form 388) is used to notify ASIC of the appointment of an auditor when the company is next required to lodge financial reports.
