This program runs continually and follows up unlisted public companies (those not listed on the Stock Exchange) who have failed to lodge financial statements and reports within the prescribed time frame.
Under s319 of the Corporations Act 2001 (Cth) (the Corporations Act), companies must lodge financial statements and reports within 3 months after the end of the financial year for a disclosing entity or registered scheme; and within 4 months after the financial year for anyone else. (There are some exceptions to this requirement — see Corporations Act s319(2))
The benefits of this program are that unlisted public companies — many of which are not-for-profit companies — will be better educated about their financial reporting obligations and information about these companies will be open and transparent for the business community.
Managed investment schemes
This program follows up managed investment schemes that have not lodged documents. It is designed to improve regulatory compliance in the area of managed investment schemes where there are high levels of public investment and increase the integrity of scheme information held by us on the corporate register.
Financial statements and reports
Managed investment schemes must lodge financial statements and reports, under s319 of the Corporations Act, within 3 months after the end of the financial year.
Compliance plan audit report
Managed investment schemes must lodge an audit report of their compliance plan, under s601HG of the Corporations Act, within 3 months after the end of the financial year.
This program runs annually and usually commences in the later half of the year.
Identifying large proprietary companies
This program aims to identify proprietary companies that are defined as large and have not lodged financial reports. Some large proprietary companies may have either neglected to comply with law by not lodging reports, or been unaware of their obligation.
Under s45A(3) a proprietary company is a large proprietary company for a financial year if it satisfies at least 2 of the following paragraphs:
(a) the consolidated revenue for the financial year of the company and the entities it controls (if any) is $25 million, or any other amount prescribed by the regulations for the purposes of paragraph (2)(a), or more;
(b) the value of the consolidated gross assets at the end of the financial year of the company and the entities it controls (if any) is $12.5 million, or any other amount prescribed by the regulations for the purposes of paragraph (2)(b), or more;
(c) the company and the entities it controls (if any) have 50, or any other number prescribed by the regulations for the purposes of paragraph (2)(c), or more employees at the end of the financial year.
All companies are required to keep financial records under s285(1), but not all companies are required to prepare audited financial reports to be lodged with us.
We rely upon companies to advise us of their classification as a large proprietary company. This self-classification by companies directly impacts whether the company is required to lodge financial reports.
Section 292 of the Corporations Act outlines who is required to lodge financial reports. This includes large proprietary companies and small proprietary companies that are controlled by a foreign company. These small proprietary companies are also followed up within this program.
The aim of the program is to encourage those companies that we suspect are large, to identify themselves as such and lodge the required reports.
This program is run twice a year to identify companies that do not have the minimum numbers of officeholders.
The Corporations Act states:
Proprietary companies must have at least 1 director (201A(1)), and they are not required to have a secretary (204A(1)).
Public companies must have at least 3 directors (201A(2)) and must have at least 1 secretary (204A(2)).
We want companies that are shown on our register as not having the required number of officeholders to take the active step of appointing new officeholders so that they meet legislative requirements.
Alternatively some companies may reconsider their existence as a corporate entity after being advised of their legal requirements. This may result in companies applying for deregistration.
Foreign companies: Financial statements (Form 405 or 406)
This compliance program follows up foreign companies that failed to lodge Form 405 Statement to verify financial statements of a foreign company or Form 406 Annual return of a foreign company in a particular financial year.
A registered foreign company must lodge with us:
financial statements (Form 405) once each calendar year and at intervals of not more than 15 months (s601CK(1)), or
for exempted registered foreign companies, an annual return (Form 406) within 1 month after the date to which it is made up, but also within each calendar year (s601CK(9), (10) and Class Order 98/97).
The objective of the program is to increase the integrity of data on the corporate register and to provide another avenue for advising companies of their statutory obligations.
This program usually commences mid-year.
Registered Australian bodies
This program will improve compliance by registered Australian bodies that have requirements to notify us of certain changes in organisation detail.
A registered Australian body is a body corporate, which is not a company, that has been formed or incorporated in Australia under legislation other than the Corporations Act. An association that is registered under a State law not recognised in other States will generally be a registered Australian body.
The driver of this program is to ensure data about registered Australian bodies on our register is accurate and complete so that the public performing searches can find information they require.
Australian financial services licensees: Financial reports (FS70 and 71)
This program will follow up Australian financial services licensees (AFS licensees) who have failed to lodge financial reports.
The lodgement of Forms FS70 Australian financial services licensee profit and loss statement and balance sheet and FS71 Australian financial services licensee audit report is a mandatory requirement under s989B(1), (2) and (3) of the Corporations Act. These sections outline the requirement for AFS licensees to prepare and lodge audited financial statements and an audit report. Lodgement of these forms is a licence condition for all Australian based AFS licensees.
The lodgement of financial accounts is very important for consumer protection as it enables ASIC to check that licensees are complying with the financial obligations under their licence.
Every company has an annual review date, usually the anniversary of the company's registration date. Soon after the annual review date each year, the company will be issued an annual statement and an invoice statement for the company's annual review fee.
A number of Annual Statement Packages are returned to ASIC as Return to Sender mail. We will attempt to contact these companies via an alternative address to ensure companies are able to review their annual statement and pay the invoice within the required time frame.
This program runs continuously to identify companies that have not paid their annual review fee. We will start the deregistration process for these identified companies.
Under s601AB(1A), we may 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.
We aim to help companies by advising them what steps can be taken to stop deregistration. The letter we send to notify of our intention to deregister the company also explains why the action is being taken.