Reporting obligations of Indigenous corporations
If you are involved with a not-for-profit and charitable Indigenous organisation and it is set up as a company limited by guarantee it will need to be registered and you will need to report any changes to the company. This information sheet (INFO 235) explains what you need to do to meet your legal requirements.
- Registering your Indigenous corporation
- Reporting changes to company details
- What if you don’t report company changes on time?
In Australia, there are different regulators that a company can be registered with, including:
- Australian Securities and Investments Commission (ASIC)
- Australian Charities and Not-for-profits Commission (ACNC)
- Office of the Registrar of Indigenous Corporations (ORIC).
Each regulator is responsible for keeping a list of all the companies that are registered with them, and for keeping certain information about each company. These lists are called registers, and the public can view them. Registers are public so that people know who is running a company and how to contact them.
Most companies must register with ASIC before they start doing business. However, depending on the kind of business the company runs, there may be different benefits for the company with registering with either ASIC or ORIC. There are also special rules about which companies can register with other regulators. It is a good idea to get legal advice about which is the best regulator to register your business with.
If your company is registered with more than one regulator, you may not have to tell each regulator about all changes to the company’s details. Even so, it is a good idea to update all the regulators you are registered with anyway. This will make sure all the publicly available information about the company is correct. It can cause problems if some registers show old information about a company.
Types of changes to tell the regulator about
The types of changes a company should report to the regulators they are registered with include:
- changes to a company’s name
- appointment of an external administrator
- application to deregister a company
- changes in addresses, such as the registered office address or the address for service
- changes to directors or responsible persons
- changes to a company’s constitution or other governing documents
- lodging financial reports and annual statements
- changes to charity status
- notice of resignation or removal of an auditor.
Different regulators may need a company to report other changes to them, and there may be certain ways they need these changes reported. It is important that the company understands these requirements. A company can be charged a late fee for not reporting certain changes on time.
Case study: Deadly Directors
Deadly Directors is an Indigenous company that was registered with ASIC and regularly reported to ASIC. However, two years ago, they decided to also register with the ACNC. Deadly Directors was then only legally required to report changes to their company information to the ACNC, so they did not tell ASIC when they moved address.
One day, Deadly Directors received a telephone call asking them why they had not paid an outstanding debt. This was the first time Deadly Directors realised they owed a debt because the company they owed the debt to had searched ASIC’s register to find their contact details. Because Deadly Directors had not told ASIC about their new address, the company had been sending letters to the wrong address.
Because they could not contact Deadly Directors, the company had asked a court to issue an order for repayment of the debt – which now had late fees because it was overdue.
In the future, Deadly Directors should report important changes about the company to both ASIC and the ACNC. This will make sure that both public registers have the correct information and will save everyone time and money.
Even though it is free to lodge a form about changes to company details, fees are charged if it is lodged late. Extra fees can also be charged if annual review fees are not paid on time.
ASIC’s fees (including late fees) are determined by the law. However, in some cases, we can waive late fees. To check which fees each regulator charges, visit their website or contact them directly.
- How does an Indigenous charity or not-for profit set up as a company limited by guarantee?
- Dispute resolution for Indigenous corporations
- Australian Charities and Not-for-profits Commission – guidance for Indigenous corporations
- Office of the Registrar of Indigenous Corporations
- MoneySmart – financial tools and tips for Indigenous communities
Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice.
You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases your particular circumstances may be taken into account when determining how the law applies to you.