Commonwealth Numbered Acts Commonwealth Numbered Acts1 Section 9 (definition of annual return )
2 Section 9
(a) some or all of the particulars in relation to the company or scheme that
are recorded in the register or registers maintained by ASIC under subsection
1274(1);
4 Section 9
5 Section 9
(a) some or all of the particulars in relation to the company or scheme that
are recorded in the register or registers maintained by ASIC under subsection
1274(1);
7 Section 9
8 Section 9
9 After section 106 For the purposes of subsection 163(3B), section 178B and
paragraph 601BC(2)(lc), if 2 or more members in the top 20 members of a class
of shares each hold the same number of shares, details of each of those
members must be included in any notice given in relation to those provisions. 4.2 Extract of particulars Each year, ASIC
issues each company with an extract of particulars within 2 weeks of the
company's review date (which is generally the anniversary of the company's
registration). The extract includes details recorded on ASIC's database such
as: [Sections 346A and 346C, 352] 4.3 Review fee A company must pay a
review fee to ASIC each year. [Corporations (Review Fees) Act 2003] 11
Paragraph 4.4 of the Small Business Guide in Part 1.5 (table) The company secretary has specific responsibilities
under the Corporations Act , including responsibility for ensuring that the
company: 14 Paragraph 5.4 of
the Small Business Guide in Part 1.5 (note) 15 After subparagraph 117(2)(k)(ii) (iia)
whether the shares each member agrees in writing to take up will be fully paid
on registration; (iv) whether or
not the shares each member agrees in writing to take up will be beneficially
owned by the member on registration;
(ma) whether or not, on registration, the company will have an ultimate
holding company; (3A) For a company changing to a
proprietary company, if any of the particulars in the register kept by
the company under section 169 and mentioned in paragraph
178A(1)(b) are different from the particulars set out:
(3B) If the company has more than 20 members, the company is only required to
set out the different particulars under subsection (3A) that relate to a
person who is a top 20 member of a class of the company.
(3C) If subsection (3A) applies and any details mentioned in subsection
178C(1) are different from the details set out:
19 Before section 167A
20 After paragraph 169(3)(e) (ea) the amount paid on the shares; and
22 At the end of Chapter 2C Part 2C.2—Notice by
proprietary companies of changes to member register
If a proprietary company has more than 20 members, the company is only
required to notify additions or alterations of particulars under
section 178A that relate to a person who is, or as a result of the
addition or alteration will become, a top 20 member of a class of the company.
(1) A proprietary company that is required to notify ASIC under
section 178A of an addition or alteration must also notify ASIC, at the
same time, of any of the following details in relation to the company that are
different from the details previously notified to ASIC:
A proprietary company must notify ASIC under section 178A within the time
determined by this table. (c) section 346C (requirement to
respond to extract of particulars); or ; or (e) section 146
(notice of change of principal place of business); or
26 Subsection 254X(1) (note) 27 At the end
of subsection 254X(1)
28 At the end of subsection 256C(3)
29 Chapter 2N (heading)
Chapter 2N—Updating ASIC information about companies and registered
schemes
30 Part 2N.1 Part 2N.1—Review
date
(1B) If, apart from this subsection, the review date for a company would be
February 29, the review date for the company is February 28. Respond
if a particular is incorrect (1) A company, or responsible entity of a
registered scheme, must respond to an extract of particulars that it receives
if any particular set out in the extract is not correct as at the date of
receipt. The response must comply with subsection (3). Respond if
required to provide a particular (2) A company, or responsible entity of a
registered scheme, must respond to an extract of particulars that it receives
if the extract includes a requirement to provide a particular under
section 346B. The response must comply with subsection (3). Contents of response (3) The response to an extract of particulars by a
company, or by the responsible entity of a registered scheme: Response satisfies other requirements to notify (4)
If a company responds to an extract of particulars:
(5) Subsection (4) does not affect the company's liability for late
lodgment fees incurred before the response to the extract of particulars is
lodged or continuing offences committed before that time. Strict liability
offences (6) An offence based on subsection (1) or (2) is an offence of
strict liability.
Part 2N.3—Solvency resolution 347A Directors must pass a solvency
resolution after each review date
(3) An offence based on this section is an offence of strict liability.
(1) If the directors of a company pass a negative solvency resolution under
section 347A, the company must notify ASIC of that fact, in the
prescribed form, within 7 days after the resolution is passed.
(3) An offence based on this section is an offence of strict liability.
347C Payment of review fee is taken to be a representation by the directors
that the company is solvent
(2) Subsection (1) does not apply if the directors prove that they made a
positive solvency resolution under section 347A within 2 months after the
end of the review date. Response is required (1) A company, or responsible entity of a registered
scheme, must respond to a return of particulars that it receives. The response
must comply with subsection (2). Contents of response (2) The response
to a return of particulars by a company, or by the responsible entity of a
registered scheme: Response
satisfies other requirements to notify (3) If a company responds to a
return of particulars:
(4) Subsection (3) does not affect the company's liability for late
lodgment fees incurred before the response to the extract of particulars is
lodged or continuing offences committed before that time. Strict liability
offences (5) An offence based on subsection (1) is an offence of strict
liability.
Part 2N.5—Notice by proprietary companies of changes to ultimate
holding company 349A Proprietary companies must notify ASIC of changes to
ultimate holding company
If another company becomes an ultimate holding company in relation to a
proprietary company, the proprietary company must notify ASIC of: 32 After subsection 601AB(1) (1A) ASIC may also
decide to deregister a company if the company's review fee in respect of a
review date has not been paid in full at least 12 months after the due date
for payment. (iia) whether
the shares each member already holds or has agreed, in writing, to take up
will be fully paid on registration; (iv) whether or not the shares each member agrees in writing to take up
will be beneficially owned by the member on registration; (la) whether or not, on registration, the
company will have an ultimate holding company; Note: See also section 107. 36
Subparagraph 601PB(1)(e)(i) 37 After paragraph 601PB(1)(e) (ea) the scheme's review fee in respect of a review date has
not been paid in full at least 12 months after the due date for
payment; or 39 Part 9.10 (heading)
Part 9.10—Fees imposed by the Corporations (Fees) Act 2001
and the Corporations (Review Fees) Act 2003
(1) The fees imposed under the Corporations (Fees) Act 2001 are payable to the
Commonwealth. 42 After paragraph 1364(2)(m) (n) prescribing penalties for late payment of a review fee imposed by
the Corporations (Review Fees) Act 2003 ; and
If a company or responsible entity had an obligation to lodge an annual return
before the commencement of items 31 and 36 of Schedule 1 to the
Corporations Legislation Amendment Act 2003 , sections 601AB and 601PB
continue to apply to the annual return, as if the amendments made by those
items had not been made. 45
Schedule 3 (table item 118) 46
Schedule 3 (table item 119) extract of particulars for a
company or a registered scheme means a statement given by ASIC that contains
either or both of the following:
(b) a requirement to provide a particular under section 346B.
3
Section 9 negative solvency resolution means a
resolution by the directors of a company that, in their opinion, there
are not reasonable grounds to believe that the company will be able to
pay its debts as and when they become due and payable.
positive solvency resolution means a resolution by
the directors of a company that, in their opinion, there are reasonable
grounds to believe that the company will be able to pay its debts as and when
they become due and payable.
return of particulars for a company or a
registered scheme means a statement given by ASIC that contains any or all of
the following:
(b) a requirement to provide a particular under section 348B;
(c) a requirement to comply with a subsection of section 348C (and,
if applicable, pass a resolution).
6 Section 9 review
date has the meaning given by section 345A.
review fee has the meaning given by section 5
of the Corporations (Review Fees) Act 2003 .
solvency resolution means a resolution by the
directors of a company as to whether or not, in their opinion, there are
reasonable grounds to believe that the company will be able to pay its debts
as and when they become due and payable.
10 Paragraphs 4.2 and 4.3 of the Small Business Guide in Part 1.5
* names and addresses of each director and company secretary;
* issued
shares and options granted;
* details of its shareholders;
* address of its
registered office;
* address of its principal place of business.
If any of the details are not correct as at the date the extract is received,
the company must correct those details.
The correction may be lodged with ASIC on a printed form or, if an agreement
is in place to lodge electronically, in accordance with the agreement.
Notification requirements If... the company must
notify ASIC of the change... see section... 1 a company issues shares
within 28 days after the issue 254X 2 a company changes the location of a
register within 7 days after the change 172, 1302 3 a company changes the
address of its registered office or principal place of business within 28
days after the change 142, 146 4 a company changes its directors or company
secretary within 28 days after the change 205B 5 there is a change in the
name or address of the company's directors or secretary within 28 days after
the change 205B 6 a company creates certain kinds of charges within 45
days after the charge is created 263 7 a company has a new ultimate holding
company, or details about the ultimate holding company change within 28 days
after the change happens 349A 8 any of the changes in items 1 to 7
means that: (a) the company must add or alter particulars in its member
register kept under section 169; or
(b) the company must add or alter
particulars in its member register kept under section 169, and as a
result, details about the number and class of shares on issue, or the amount
paid and unpaid on the shares, alter. within the time determined under the
table in section 178D 178A
178C
12 Paragraph 5.4 of the Small Business
Guide in Part 1.5
* notifies ASIC about changes to the identities, names and addresses
of the company's directors and company secretaries; and
* notifies ASIC about
changes to the register of members; and
* notifies ASIC about changes to any
ultimate holding company; and
* responds, if necessary, to an extract of
particulars that it receives and that it responds to any return of particulars
that it receives.
13 Paragraph 5.4 of the Small Business Guide in
Part 1.5 (note)
16 At the end of paragraph 117(2)(k)
17 After paragraph 117(2)(m)
(mb) if, on registration, the company will have an ultimate holding
company—the following:
(i) the name of the ultimate holding company;
(ii) if the ultimate holding company is registered in Australia—its
ABN, ACN or ARBN;
(iii) if the ultimate holding company is not registered in
Australia—the place at which it was incorporated or formed;
18
After subsection 163(3)
(a) in the latest extract of particulars received by the company; or
(b) if the company responded to the latest extract it received—in the
company's extract taken together with the company's response to the
extract; the application must set out those different particulars in
addition to the other information required by this section.
(a) in the latest extract of particulars received by the company; or
(b) if the company responded to the latest extract it received—in the
company's extract taken together with the company's response to the
extract; the application must set out those different details as
well.
(eb) whether or not the shares are fully paid; and
21 At the end of
subsection 175(3)
(a) it is required to add or alter a particular in the register it
maintains under section 169; and
(b) the particular is one required to be kept under any of the following:
(i) subsection 169(1) (name and address and date of entry of member's name
into register);
(ii) paragraph 169(3)(b) (number of shares in each allotment to the
member);
(iii) paragraph 169(3)(c) (the number of shares held by the member);
(iv) paragraph 169(3)(d) (the class of shares held by the member);
(v) paragraph 169(3)(ea) (the amount paid on the member's shares);
(vi) paragraph 169(3)(eb) (whether the member's shares are fully paid);
(vii) paragraph 169(3)(f) (the amount unpaid, if any, on the member's
shares);
(viii) subsection 169(5A) (statement whether any of the member's shares are
held beneficially).
(2) An offence based on subsection (1) is an offence of strict liability.
(a) the total number of the company's shares on issue;
(b) the classes into which the shares are divided;
(c) for each class issued:
(i) the total number of shares for the class;
(ii) the total amount paid up for the class;
(iii) the total amount unpaid for the class.
(2) An offence based on subsection (1) is an offence of strict liability.
Time within which the company must notify ASIC
Item If the need to add or alter a particular arises in connection with this
event... The company must notify ASIC within this time... 1 the Court
orders the company to correct its member register kept under section 169
at the same time that it notifies ASIC of the correction under subsection
175(3) 2 the company divides shares into classes, or converts shares of a
class into shares of another class within the time within which it must
notify ASIC of the particulars of the division or conversion under subsection
246F(1) 3 the company issues shares within the time within which it must
notify ASIC of the particulars of the issue under subsection 254X(1) 4 the
company reduces its share capital within the time within which it must notify
ASIC of shareholder approval of the reduction under subsection 256C(3) 5 an
event not covered by items 1 to 4 within 28 days after the day on which
it adds or alters the particular in the register
23 Paragraph 188(1)(c)
(ca) section 348D (requirement to respond to return of particulars);
or
24 After paragraph 188(1)(d)
(f) section 178A (notice of change to member register (proprietary
companies only)); or
(g) section 178C (notice of change to share structure (proprietary
companies only)); or
(h) section 254X (notice of issue of shares); or
(i) subsection 319(1) (lodgment of financial reports); or
(j) section 349A (notice of changes to ultimate holding company
(proprietary companies only)).
25 At the end of subsection 246F(1)
(a) either:
(i) if the company became registered as a company after the commencement
of this Act—the anniversary of the company's registration as a
company under this Act; or
(ii) otherwise—the date of the company's incorporation or registration
as a company, as recorded in a register maintained by ASIC under
section 1274; or
(b) if a choice of a different date has effect under
section 345C—that different date.
(1A) If:
(a) a company was incorporated as a company or became registered as a
company before the commencement of this Act; and
(b) there is no date of incorporation of the company as a company or
registration of the company as a company recorded in a register
maintained by ASIC under section 1274; and
(c) paragraph (1)(b) does not apply to the company; the review date
for the company is the date determined by ASIC and notified to the
company.
(2) The review
date for a registered scheme is:
(a) the anniversary of the scheme's registration as a registered scheme;
or
(b) if a choice of a different date has effect under
section 345C—that different date.
(1) With ASIC's approval, a company may choose as its review date a date that
is different from the anniversary of its registration.
(2) With ASIC's approval, the responsible entity of a registered scheme may
choose as the review date for the scheme a date that is different from the
anniversary of its registration.
(3) If ASIC approves the choice, ASIC must notify the company or responsible
entity in writing.
If ASIC notifies the company or responsible entity of its approval under
section 345B, the choice has effect:
(a) if the different date occurs before the next review date for the
company or scheme—at the time that ASIC notifies its approval; or
(b) otherwise—immediately after the next review date for the company
or scheme.
Part 2N.2—Extract of particulars
(2) If an agreement or approval under subsection 352(1) covers the lodgment of
a response to an extract of particulars for a company, ASIC may satisfy
subsection (1) by making the extract available to the company or its
agent by electronic means.
(3) An extract of particulars must specify the date of issue.
ASIC may include, in an extract of particulars for a company or a registered
scheme, a requirement that the company or responsible entity of the scheme
provide a particular prescribed by the regulations for the purposes of this
section.
346C Requirements in relation to an extract of particulars
(a) must be lodged within 28 days after the date of issue of the extract;
and
(b) must be in the prescribed form; and
(c) must be signed or authenticated; and
(d) if subsection (1) applies—must be such that the particulars
set out in the extract, taken together with the response, are correct
as at the date the response is signed or authenticated; and
(e) if subsection (2) applies—must provide the required
particular, correct as at the date the response is signed or
authenticated.
(a) correcting a particular; or
(b) providing a particular; in accordance with subsection (3), any
requirement elsewhere in this Act to lodge a prescribed form in
relation to the particular is satisfied by the response.
(1) The directors of a company must pass a solvency resolution within 2 months
after each review date for the company.
(2) Subsection (1) does not apply to the directors of a company that has
lodged a financial report with ASIC under Chapter 2M within the period of
12 months before the review date.
(2) If:
(a) subsection 347A(1) applies to the directors of a company; and
(b) the directors have not passed a solvency resolution under
section 347A within 2 months after a review date; the company
must notify ASIC of that fact, in the prescribed form, within 7 days
after the end of the 2 month period following the review date.
(1) If:
(a) a company has paid its review fee in respect of a review date; and
(b) the company has not lodged a notice under section 347B within 7
days after the end of the 2 month period following the review date;
and
(c) the company has not lodged a financial report with ASIC under
Chapter 2M within the period of 12 months before the review date;
the directors of the company are taken to have represented to ASIC,
as at the end of the 2 month period following the company's review
date, that, in their opinion, there are reasonable grounds to believe
that the company will be able to pay its debts as and when they become
due and payable.
Part 2N.4—Return of particulars
(a) the company or responsible entity has not paid the company's or
scheme's review fee by the due date; or
(b) ASIC suspects or believes that particulars recorded in relation to the
company or scheme in a register maintained by ASIC under subsection
1274(1) are not correct; or
(c) no documents have been lodged with ASIC in relation to the company or
scheme for at least one year.
(2) If an agreement or approval under subsection 352(1) covers the lodgment of
a response to a return of particulars for a company, ASIC may satisfy
subsection (1) by making the return available to the company or its agent
by electronic means.
(3) A return of particulars must specify the date of issue.
ASIC may include, in a return of particulars for a company or a registered
scheme, a requirement that the company or responsible entity of the scheme
provide a particular prescribed by the regulations for the purposes of this
section.
(1) ASIC may include, in a return of particulars for a company, a requirement
that the company comply with subsection (2) or subsection (3). The
company may choose which subsection to comply with.
(2) The company complies with this subsection if:
(a) before the company lodges a response to the return of particulars, the
directors of the company pass a solvency resolution; and
(b) the response to the return of particulars states whether the
resolution passed was a positive solvency resolution or a negative
solvency resolution.
(3) The company complies with this subsection if the response to the return of
particulars states the date on which the directors passed a positive solvency
resolution under section 347A in respect of the company's most recent
review date.
348D General requirements in relation to a return of particulars
(a) must be lodged with ASIC within 28 days after the date of issue of the
return; and
(b) must be in the prescribed form; and
(c) must be signed or authenticated; and
(d) if, as at the date that the response is signed or authenticated, any
particular set out in the return is not correct—must be such that
the particulars set out in the return, taken together with the
response, are correct as at the date the response is signed or
authenticated; and
(e) if the return includes a requirement that the company or responsible
entity of the scheme provide a particular under
section 348B—must provide the required particular, correct
as at the date the response is signed or authenticated; and
(f) if the return includes a requirement to comply with a subsection of
section 348C—must include the statement required by the
subsection that the company chooses to comply with.
(a) correcting a particular; or
(b) providing a particular; in accordance with subsection (2), any
requirement elsewhere in this Act to lodge a prescribed form in
relation to the particular is satisfied by the response.
(1) If an event mentioned in section 349B, 349C or 349D happens in
relation to a proprietary company, the proprietary company must notify ASIC,
in the prescribed form and within 28 days after the event, of the details
required by that section.
(2) An offence based on subsection (1) is an offence of strict liability.
(a) the other company's name; and
(b) either:
(i) if the other company is registered in Australia—its ABN, ACN or
ARBN; or
(ii) if the other company is not registered in Australia—the place at
which it was incorporated or formed; and
(c) the date on which the other company became an ultimate holding company
in relation to the proprietary company.
If a company ceases to be an ultimate holding company in relation to a
proprietary company, the proprietary company must notify ASIC of:
(a) the name of the company that ceased to be an ultimate holding company
in relation to the proprietary company; and
(b) the date the cessation occurred.
If an ultimate holding company in relation to a proprietary company changes
its name, the proprietary company must notify ASIC of the new name of the
ultimate holding company.
31 Paragraph 601AB(1)(a)
33 After subparagraph 601BC(2)(l)(ii)
34 At the end of paragraph 601BC(2)(l)
(v) on registration, the classes into which shares will be divided;
(vi) for each class of share on issue on registration—the number of
shares in the class on registration;
(vii) for each class of share on issue on registration—the total
amount paid up for the class on registration;
(viii) for each class of share on issue on registration—the total
amount unpaid for the class on registration;
35 After paragraph
601BC(2)(l)
(lb) if, on registration, the company will have an ultimate holding
company—the following:
(i) the name of the ultimate holding company;
(ii) if the ultimate holding company is registered in Australia—its
ABN, ACN or ARBN;
(iii) if the ultimate holding company is not registered in
Australia—the place at which it was incorporated or formed;
(lc) for a body proposed to be registered as a company limited by shares or
an unlimited company—the top 20 members of each class (worked out
according to the number and class of shares each member holds and has
agreed, in writing, to take up);
38 Subparagraph 1274(10)(a)(ii)
40 Section 1351
(2) The fees imposed under the Corporations (Review Fees) Act 2003 are payable
to the Commonwealth.
(3) The date on which a fee imposed under the Corporations (Review Fees) Act
2003 becomes due and payable is worked out under this table.
Due date for
review fees Item For a review fee imposed on... The due date is... 1
a company 2 months after the review date to which the fee relates 2 a
registered scheme 2 months after the review date to which the fee relates 3
a registered Australian body the date prescribed by the regulations 4 a
natural person registered as an auditor under Part 9.2 the date
prescribed by the regulations 5 a natural person registered as a liquidator
under Part 9.2 the date prescribed by the regulations 6 a person
holding an Australian financial services licence under Part 7.6 the date
prescribed by the regulations
41 Section 1359
43 At the end of Part 10.3
of Chapter 10
44 Schedule 3 (after table item 29) 29A Subsection 178A(1) 5 penalty units. 29B Subsection 178C(1)
5 penalty units. 118
Subsections 346C(1) and (2) 5 penalty units. 119
Section 347A 10 penalty units. 119A Section 347B 10 penalty
units. 119B Subsection 348D(1) 5 penalty units. 119C Subsection 349A(1)
5 penalty units.
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