What happens if your company misses its annual review

Every Australian company has a review date, usually the anniversary of the day it was registered. Around that date ASIC sends the company an annual statement and an invoice for the review fee. For most small companies it is the only regular letter they get from ASIC, which is exactly why it slips. It looks like routine paperwork. It goes on the pile.

The statement lists what ASIC holds about the company: registered office, principal place of business, directors, shareholders and share structure. Read it properly instead of skimming. An old home address for a director, or a shareholder who sold out years ago, can sit on the register unnoticed for a long time. If something has changed, the company or its accountant needs to update it with ASIC. That is a separate job from paying the fee, and not one we do.

The fee has a time limit. Around the same time, the directors are also expected to confirm the company can pay its debts as they fall due, which is called a solvency resolution.

When the fee stays unpaid

Once the time limit passes, ASIC adds a late fee, and the late fees go up the longer the fee stays unpaid. A short delay costs less than a long one.

Keep ignoring it and ASIC writes to the company. Keep ignoring that, and ASIC can begin the process of deregistering the company. Unpaid review fees are one of the grounds it can rely on to start.

Deregistration is final in a way people do not always expect. The company stops existing. It can no longer trade, sign contracts or hold a bank account in its own name, and any property still in its name generally passes to ASIC. A quiet company that was holding a bit of money or a piece of equipment does not just sit there harmlessly.

Getting it back is called reinstatement. That is a separate application, and it costs more and takes longer than the review fee would have. Nor does deregistration wipe the slate for the people involved. Directors can still be asked about the company's affairs after it has gone, so letting a company lapse is a poor way of closing one. If you no longer need the company, talk to your accountant about closing it properly. This is general information, and your own situation may be different.

Often nobody decided not to pay. The notice simply went somewhere nobody was looking: the inbox of a staff member who left two years ago, an old accountant's address, a registered office the company moved out of. Dormant companies are especially prone to it, because nobody is thinking about them at all.

How we handle the review

Paying through us is short. Search for the company on our company review page, check it is the right one, and pay us. We then pay the ASIC review fee for you.

Once that is done, we email you a solvency resolution document for the directors to sign. That way the fee and the paperwork that goes with it arrive together.

If you have already missed the date, the answer is the same: pay as soon as you notice, and do not wait for the next letter to turn up first. The sooner it is paid, the smaller any late fee is likely to be, and the less chance ASIC moves further down the deregistration path.

If the original notice has gone missing, or you are not sure where the company stands, call our support team on 1300 070 000, Monday to Friday 9am to 5pm Melbourne time. We can check the company's review date and help you pay the review fee to get the company back up to date.