How to lodge a statement in relation to company solvency

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When deciding if you need to lodge this form, please note:

• If the directors of a company pass a positive solvency resolution there is no need to lodge this form.
• A company that has lodged a financial report under Chapter 2M (for example, a form 388) within a period of 12 months prior to the review date is not required to pass a solvency resolution.

There are two Form 485 Statement is Relation to Company Solvency - the Form 485A and Form 485B.

When to lodge a Form 485A Statement in relation to company solvency - negative solvency.

• Section 347A of the Corporations Act 2001 requires that the directors of a company must pass a solvency resolution within two months after each review date for the company.
• If the directors of a company pass a negative solvency resolution, the company must notify ASIC, using Form 485A, within 7 days of the resolution being passed.
• Please note, if a Form 485A is lodged at any other point of the year beyond the review date, it will be fully accepted and processed.

What is a negative solvency resolution?

• A company is deemed insolvent if, under section 347 of the Corporations Act 2001, the directors of the company, in their opinion, believe there are no reasonable grounds to think that the company will be able to pay debts as and when they become due and payable.   

When to lodge a Form 485B Statement in relation to company solvency - solvency resolution not passed.

• Section 347B(2) of the Corporations Act 2001 states that if the company fails to pass a solvency resolution - positive or negative - within two months of the review date, notification (Form 485B) must be lodged with ASIC within 7 days of the end of that two month period.

You will need to log in to your online account before you begin.

Start transaction

Once logged in, select 'Start new form' in the left hand menu.

From the list of available forms, select '485'.

Enter the company ACN/ABN

Enter the ACN/ABN of the company to which the correction relates.

• Select 'Next' to continue.

Confirm company details

Review the company details.

• Select 'Yes' to confirm the information is correct.
• Select 'Next' to continue.

Select the relevant Company solvency status.

• Select 'Next' to continue.
• If you select 'Negative solvency resolution passed', go to Negative solvency resolution passed (page 8).
• If you select 'Solvency resolution not passed', go to Solvency resolution not passed (page 9).

Negative solvency resolution passed

This screen confirms that you are making the following claim:

'The directors of the company have passed a solvency resolution under section 347A that, in their opinion, there are reasonable grounds to believe that the company WILL NOT be able to pay its debts as and when they become due and payable'.

• In accordance with the Corporations Act 2001, the directors of the company have an obligation to pass a solvency resolution within two months of each review date. If it is a negative solvency resolution the company must notify ASIC within 7 days of passing the resolution.
• Enter the 'Date of resolution' in the format DD-MM-YYYY.
• Select 'Next' to continue and go to Declare (page 10).

Solvency resolution not passed

This screen confirms that you are making the following claim:

'The directors of the company have not passed a solvency resolution under section 347A within the statutory 2 month period after the review date'.

• In accordance with the Corporations Act 2001, the directors of the company have an obligation to pass a solvency resolution within two months of each review date. If the directors do not pass a solvency resolution - positive or negative - within two months after the review date, then the company is obliged to notify ASIC within 7 days after the end of the two month period following the review date.
• Enter the 'Company review date'.
• Select 'Next' to continue.

Declaration

Select the Authorising officeholder from the drop-down list.

• Select 'Yes' to complete the declaration when you are satisfied the document is being lodged within the terms and conditions of ASIC’s Electronic Lodgement Protocol.
• Select 'Submit' to lodge the form with ASIC.

Confirmation

This screen confirms your document was submitted to ASIC.

• Select 'Next' to continue.

Note: Occasionally, the system may present an additional form submission screen at this point. If this is the case, continue to select 'Next' to finalise this transaction.

If any fee is payable, you will be informed at this point and prompted to create and print the invoice.