The ASIC annual review: annual statement, review fee, solvency resolution and late fees

What the annual review is

The ASIC annual review is the single recurring obligation that every registered Australian company carries, and it has three limbs, not one. ASIC's position is that to remain registered a company must pay an annual review fee, make sure the registration details on the annual statement are up to date, and pass a solvency resolution.

Most directors treat the annual review as an invoice. Two of the three limbs are not invoiced at all, carry no reminder, and are the ones that generate late fees and, in the solvency case, a separate notification duty to ASIC.

The obligation is indexed at lodge the ASIC annual company statement and review fee. It applies to every company on the register regardless of whether it traded, held assets, or did anything at all during the year. A dormant shelf company owes the fee and owes the solvency resolution.

The primary source is ASIC's company annual review page, which is where the current requirements and forms are published.

The annual statement and the review date

ASIC issues an annual statement to every registered company shortly after its annual review date, and for most companies the annual review date is the anniversary of registration or incorporation. The statement contains an invoice for the review fee and a list of the details ASIC currently holds about the company.

Three dates follow from the review date and it is worth keeping them separate:

ASIC advises that if a company has not received its annual statement 15 business days after the annual review date, it should contact ASIC. The obligation does not pause because the statement went to a stale address — which is why the registered office obligation examined in company registers and registered office obligations is a prerequisite for this one, not a separate housekeeping matter.

Obligation one: pay the review fee

The review fee must be paid by the due date shown on the annual statement, which is usually two months after the annual review date. The amount depends on the entity type, and it is indexed every 1 July.

ASIC sets its fees under the Corporations (Review Fees) Regulations 2003 and increases them each 1 July in line with the March quarter Consumer Price Index. The current amounts are published on ASIC's fee indexation page and in fees for commonly lodged documents (Information Sheet 30), and they are not subject to GST.

Because the figures reset annually, this article does not restate them. Verify the amount for FY2026-27 against ASIC's own fee schedule before budgeting, or model your company type and payment date with the ASIC annual review fee calculator. The rate categories to be aware of are:

• proprietary companies
• public companies and registered schemes
• special purpose companies, which attract a materially lower fee — the definition sits in regulation 3 of the Corporations (Review Fees) Regulations 2003 and covers, among others, a company whose sole purpose is to act as trustee of a regulated superannuation fund
• companies that have elected to pay ten years of review fees in advance

The review fee is separate from the ASIC industry funding levy, which recovers ASIC's regulatory costs from regulated populations and is invoiced on a different cycle. That regime is covered in the ASIC industry funding levy.

Obligation two: check and correct the company details

The annual statement is a proof sheet, and errors on it must be corrected within 28 days of the review date or a late review fee applies. This is the limb most often missed, because nothing is invoiced and nothing arrives to prompt it.

The correction duty at annual review sits on top of a standing duty. Company details must be updated within 28 days of the change occurring, not held over until the annual statement arrives. ASIC is explicit that a company should not wait for its annual review to update details when they change, and that a late lodgement fee applies where it does. A single change notified after the annual review date can therefore attract both a late lodgement fee and a late review fee.

The details to verify on the statement include:

• the registered office address, which must be a physical Australian street address and cannot be a PO Box
• the principal place of business, which must also be a physical address
• officeholder details for every director and secretary, including cessation dates
• share structure and, for proprietary companies, member details — with companies of more than 20 members only reporting changes affecting the top 20 members in each class
• whether shares are beneficially or non-beneficially held

Every appointed director must also hold a director identification number, which is a separate lifetime obligation rather than an annual one. Check status with the director ID check and see Director ID: how to apply and what happens if you don't.

Obligation three: pass a solvency resolution

Directors must pass a solvency resolution within two months of the annual review date unless the company has lodged a financial report with ASIC in the past 12 months. This is a resolution of the directors, recorded in the company's own minute book — ASIC does not receive it and does not prompt it.

ASIC describes a solvency resolution as a statement of whether the company can pay its debts when they are due, in the opinion of a majority of the directors, and adds that the directors' opinion must be based on good evidence. That last phrase is the operative one. A resolution passed without a cash flow position behind it is not evidence of anything, and it becomes an awkward document if the company later fails.

The notification consequences split three ways:

A negative resolution is not merely an administrative event. It is a written, dated record that a majority of directors formed the view the company could not pay its debts as they fell due, and it interacts directly with the duty examined in insolvent trading under section 588G and the safe harbour. Where a company is heading in that direction, the solvency resolution should be prepared alongside a solvency assessment, not in place of one. The underlying duty is indexed at prevent insolvent trading (s 588G).

Late fees and what happens if nothing is paid

Late fees apply in two independent streams, and both are charged in addition to the underlying fee.

The late payment fee applies where the annual review fee is not paid within two months after the review date. ASIC charges one amount for payment up to one month late and a substantially higher amount for payment more than one month late. The late review fee applies where changes to the details on the annual statement are notified more than 28 days after the date the statement was issued, and the late lodgement fee applies separately where a change to company details was not notified within the ordinary 28-day window during the year.

The specific amounts are indexed each 1 July and are published on ASIC's late company annual review fee page and its late fees page. Model the exposure for a given payment date with the ASIC annual review fee calculator rather than working from a figure carried over from a previous year.

Two further points. ASIC may consider deregistering a company that does not pay its review fee, so ignoring the invoice is not a way of keeping a company dormant and cost-free — it is a way of losing it, with remaining assets vesting in ASIC or the Commonwealth. And ASIC will review, and may waive, a late fee where there were circumstances beyond the company's control.

Paying ten years ahead, and changing the review date

A company or registered scheme may elect to pay its annual review fees as an upfront advance payment covering review dates for a ten-year period, at a discount to ten separate annual payments. ASIC publishes the upfront amounts alongside the annual amounts on the same fee schedule, and no late fees apply to a company inside a paid-up ten-year period.

It suits special purpose vehicles, trustee companies and long-lived holding entities, and is a poor choice for any company that may be wound up or deregistered inside the period.

A company can also apply to change its annual review date, but not one that has already passed. There are two application types — one for a single company or scheme, and a cheaper aggregated application for multiple companies sharing the same ultimate holding company or director.

Building the annual review into a calendar

The annual review generates four dates per company per year, and in a group structure that multiplies quickly. A minimum standing calendar entry set looks like this:

1. Review date minus 30 days — confirm the registered office and principal place of business are current, and that no officeholder or share change from the past year is unnotified.
2. Review date plus 15 business days — if no annual statement has arrived, contact ASIC.
3. Review date plus 21 days — corrections lodged, ahead of the 28-day deadline.
4. Review date plus 45 days — directors' meeting to pass the solvency resolution, minute filed to the minute book, and the review fee paid ahead of the two-month due date.

Where a negative resolution is a real possibility, add a fifth entry at review date plus two months to check whether the seven-day Form 485 notification has been triggered. Consolidate the set into the compliance calendar alongside the national obligation dates at /deadlines, and keep the resolution itself in the company's records under the retention rules at keep company records for seven years.