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
• all documents lodged with ASIC.

You can find more information about using an ACN on company records here.

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 theCorporations 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.

You can find more information about the annual review fees here.

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.

You can find more information on the lodgement of financial reports here.

What are my obligations as a company officeholder?

All company officeholders need to understand their legal obligations under the Corporations Act 2001.

This includes keeping accurate financial records, passing solvency resolutions, and keeping company details up to date.

More information about your obligations as an officeholder can be found here.

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.

You can find more information about changes to your company here.

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.
You can find more information about special purpose companies here.

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.

You can find more information about company constitutions here.

Will my company details be publicly available?

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. You can read more information about searches and what information is publicly available here.

You can also see samples of company and organisation searches on our website here.

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.

You can find me information about the requirements for auditor appointments here.