The Five ASIC Obligations Directors Forget — and What Each Miss Now Costs

Compliance Is No Longer a Cheap Lesson

For years, missing an ASIC obligation was an inconvenience — a late fee, a stern letter, a scramble to fix the paperwork. That era is over. The Australian Securities and Investments Commission has materially increased penalty amounts in recent years, and the regulator's digital transformation means lapses are flagged faster and followed up more consistently than ever before.

Directors of small proprietary companies are the group most exposed. Unlike large corporates with company secretaries and compliance calendars, founder-directors wear a dozen hats, and administrative obligations slip through. These are the five we see missed most often.

1. The Annual Review

Every company must hold an annual review — the anniversary of its registration date. ASIC issues a review notice, and the company must confirm or update its details and pay the annual fee, currently $310 for a proprietary company.

The trap: the review date is the registration anniversary, not 30 June and not the end of the financial year. Directors who assume otherwise routinely miss it. Late payment triggers a $93 late fee, rising to $396 if payment is more than a month overdue.

Fix it: diarise the anniversary date in two systems — your calendar and your bookkeeper's — the day the company is registered.

2. Director Identification Numbers

Since November 2022, every director must hold a director identification number (director ID) issued by Australian Business Registry Services, and it must be verified by the company's recorded details. New directors must apply within set timeframes of appointment.

It is free to obtain, but failing to hold one when required is an offence attracting both civil and criminal penalties. Because the ID follows the person — not the company — directors of multiple entities need only one, which is precisely why some assume the requirement does not apply to their latest appointment. It does.

3. Registered Office and Principal Place of Business

A company must maintain a registered office in Australia that is physically attended — a bare PO box does not satisfy the Corporations Act. If the registered office is not the company's own premises, the occupier must consent in writing.

ASIC periodically sends correspondence to this address, and a company that cannot receive it can find itself in trouble without knowing: documents are taken as served whether or not they arrive. Companies that change premises and forget to notify ASIC within the required 28-day window compound the problem. Updating the address via ASIC Connect is free; the consequences of not doing so are not.

4. Solvency Resolutions

Section 235 of the Corporations Act requires the directors of most proprietary companies to pass a solvency resolution within two months of the annual review month, resolving that the company will remain solvent. Minutes of the resolution must be recorded and retained.

This is the most overlooked item on the list, largely because nothing is lodged with ASIC — the obligation is internal. In a liquidation or director liability dispute, the absence of solvency minutes is exactly the kind of documentation gap that works against directors. A five-minute board resolution each year provides a documented defence.

5. Keeping Pace with Fee Changes

ASIC fees are indexed regularly, and the annual review fee, late payment penalties and various lodgement fees all shift — typically in line with fee indexation each financial year. Companies budgeting on last year's figures find their invoices quietly larger, and unbudgeted late fees follow when payments bounce or lapse unnoticed.

Fix it: review your compliance budget each July and confirm current fee schedules rather than assuming amounts are static.

Building a Compliance Rhythm That Holds

The directors who never miss a deadline share one habit: they externalise the calendar. Whether it is a registered agent, an accountant or a simple automated reminder system, the obligations above are all predictable — anniversary dates, appointment timeframes, annual resolutions — which means every one of them is preventable.

A quarterly compliance check covering the five items above takes under an hour for a typical small company. Set against penalty amounts, potential director liability and the reputational cost of ASIC notices, it is the highest-return hour in the director's year.

This article is general information only and does not constitute legal advice. Directors should confirm current ASIC fee amounts and obligations with the regulator or a qualified adviser.