Australian Securities and Investments Commission - Annual statements and solvency resolutions

Annual statements & solvency resolutions

Within 14 days after your review date (usually the anniversary of your company’s registration date) you'll receive either:

a paper copy of your annual statement through the post either to your Registered Office or contact address or
if you're registered to lodge forms online, an email telling you that your annual statement is now available for viewing online.

If you have an ASIC registered agent linked to your company, they will be sent the annual statement.

Annual returns were abolished on 1 July 2003, details about pre-2003 annual returns are available.

Registered scheme statements will issue to the Responsible Entity for the scheme.

Annual statement checklist

Step 1	Check your company/scheme statement
Step 2	Change company details within 28 days
Step 3	Pay invoice for annual review fee within 2 months
Step 4	Pass a solvency resolution within 2 months

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. 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:

Advance payment of annual review fees
How you can pay ASIC fees

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.
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
not lodged a Form 485 within 2 months and 7 days after the company’s review date
lodged a financial report in the previous 12 months.

Solvency resolutions do not apply to registered schemes.

More information about

How we issue annual company statements
Changing and checking company details
Applying to change your review date
Annual statements and late fees
Fees for commonly lodged documents (PDF file, 63 KB)

ASIC Website: Printed 11/24/2008

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