This article provides general information only and does not constitute legal advice. For advice specific to your situation, consult a qualified legal or compliance professional.
A company compliance checklist Australia is one of the most practical tools a company secretary, CFO, or director can have. Whether you manage a single proprietary company or a complex corporate group, Australian companies face a broad set of statutory obligations under the Corporations Act 2001 (Cth). Missing a deadline or failing to maintain accurate records can result in penalties from ASIC, reputational damage, or even personal liability for directors.
This guide sets out a comprehensive checklist covering the core ASIC compliance obligations for Australian companies — from annual reviews and register maintenance to director duties and document retention. Use it as a working reference, not a substitute for professional advice.
ASIC (the Australian Securities and Investments Commission) is the national regulator responsible for overseeing corporate conduct. Every registered Australian company must meet ongoing statutory obligations — many of which recur annually, and some of which are triggered by specific corporate events.
Common compliance failures that attract ASIC scrutiny include:
Using ASIC compliance software can help automate reminders and ensure nothing slips through the cracks — particularly for organisations managing multiple entities.
ASIC issues an annual review to every company each year on the anniversary of the company's registration. This triggers a number of obligations.
| Task | Timeframe | Notes | |
|---|---|---|---|
| Review and confirm company details with ASIC | Within 28 days of annual review date | Check name, registered office, officeholders, shareholders | |
| Pay annual review fee | By due date on invoice | Late fees apply | |
| Pass solvency resolution | Within 2 months of annual review date | Directors must resolve that the company can pay its debts as they fall due | |
| Check all officeholder details are current | Ongoing | Directors, secretaries, registered office | |
| Confirm review statement is accurate | Within 28 days | Lodge Form 492 to correct errors if needed |
ASIC provides detailed guidance on the annual review process at https://asic.gov.au/for-business-and-companies/companies/company-annual-review/.
The solvency resolution is a legally required board resolution confirming the company is solvent — that is, it can pay its debts as and when they become due and payable. Directors must pass this resolution within two months of the annual review date. If directors believe the company may be insolvent, they must consult a legal or financial adviser immediately.
Australian companies are required to keep a number of statutory registers under the Corporations Act 2001. These must be accurate, up to date, and available for inspection.
| Register | What It Must Include | Update Trigger | |
|---|---|---|---|
| Register of Members | Names, addresses, number/class of shares, dates of acquisition | Any share transfer, issue, or change of address | |
| Register of Officeholders | Directors and company secretaries, appointment/resignation dates | Any change in officeholders | |
| Register of Option Holders | If options have been issued | Issue or exercise of options | |
| Register of Debenture Holders | If debentures are on issue | Issue or redemption of debentures | |
| Register of Charges | Fixed and floating charges over assets | Registration of charge or discharge |
For companies with complex ownership structures, entity management software can centralise register maintenance across your entire group.
ASIC's record-keeping requirements are outlined at https://asic.gov.au/for-business-and-companies/companies/company-building-blocks/company-record-keeping/.
Every Australian company must have a registered office in Australia. This is the address where ASIC and other parties can serve legal documents.
| Requirement | Detail | |
|---|---|---|
| Must be in Australia | Cannot be a PO Box | |
| Open during business hours | Or at least 3 hours between 10am–4pm on business days | |
| Notified to ASIC | Any change must be lodged within 28 days via Form 484 | |
| Displayed on all company documents | Letterheads, invoices, website (as required) | |
| Different from principal place of business? | Both addresses must be separately notified to ASIC |
Directors of Australian companies carry significant statutory duties under the Corporations Act 2001. Non-compliance can result in civil penalties and, in serious cases, criminal prosecution.
| Duty | Description | |
|---|---|---|
| Duty of care and diligence | Act in good faith, with the care a reasonable person would take | |
| Duty to act in good faith | Act in the best interests of the company | |
| Duty not to misuse position | Cannot use position for personal gain at the company's expense | |
| Duty not to misuse information | Cannot improperly use information gained as a director | |
| Insolvent trading obligations | Must not allow company to incur debts while insolvent | |
| Disclosure of material personal interests | Must disclose conflicts of interest to the board |
When a director is appointed or resigns, the company must:
The Corporations Act 2001 requires companies to retain certain records for specified periods. Failure to do so is an offence.
| Document Type | Minimum Retention Period | |
|---|---|---|
| Financial records (bank statements, invoices, etc.) | 7 years | |
| Meeting minutes (board and general meetings) | 7 years | |
| Registers (members, officeholders, charges) | 7 years after entry ceases to be current | |
| Company constitution | Indefinitely while current | |
| Contracts and agreements | Generally 7 years after expiry | |
| ASIC correspondence | 7 years |
Documents may be kept in electronic form, provided they can be reproduced in hard copy on request.
If you manage a group of companies — such as a holding company with multiple subsidiaries — compliance complexity multiplies. Each entity in the group has its own ASIC obligations.
| Task | Notes | |
|---|---|---|
| Separate registers for each entity | Each company must maintain its own statutory registers | |
| Separate annual reviews for each entity | Due on the anniversary of each company's registration | |
| Intercompany agreements documented | Loans, services, and transactions between related entities should be on arm's length terms and properly documented | |
| Group structure chart maintained | Beneficial ownership and ultimate holding company details tracked | |
| Director overlap managed | Directors serving on multiple boards must manage conflicts | |
| Consolidated document retention | Records for all entities stored securely and accessibly |
Corporate compliance software can be a significant efficiency gain when you're managing compliance obligations across multiple entities — consolidating deadlines, registers, and documents into a single platform.
Beyond recurring annual obligations, many corporate events trigger immediate compliance requirements. Use this table as a quick reference.
| Corporate Event | ASIC Notification Required? | Timeframe | |
|---|---|---|---|
| Director appointment or resignation | Yes — Form 484 | 28 days | |
| Change of company name | Yes — Form 205 | Before or at time of change | |
| Change of registered office | Yes — Form 484 | 28 days | |
| Share transfer | Generally no (for proprietary companies) | Update share register promptly | |
| Share issue | Yes — Form 484 | 28 days | |
| Change of company address (principal place of business) | Yes — Form 484 | 28 days | |
| Change of company secretary | Yes — Form 484 | 28 days | |
| Change of ultimate holding company | Yes | As required | |
| Winding up / deregistration | Yes — various forms | As required |
Managing these obligations manually — across spreadsheets, calendar reminders, and email threads — is error-prone and time-consuming. EntityFlo is ASIC compliance software built specifically for Australian companies and corporate groups. It centralises your registers, automates ASIC deadline reminders, and gives you a single source of truth across every entity you manage.
Book a free EntityFlo demo to see how your team can reduce compliance risk and reclaim hours every month.
A company compliance checklist is used by company secretaries, CFOs, and directors to track recurring ASIC obligations — including annual reviews, register maintenance, solvency resolutions, officeholder notifications, and document retention requirements.
ASIC issues an annual company statement on the anniversary of a company's registration date each year. Companies must review the statement, confirm the details are correct, and pay the annual review fee within 28 days. The solvency resolution must be passed within two months.
Failing to notify ASIC of a change within the required 28-day window can result in a late lodgement fee and, in some cases, ASIC taking enforcement action. It can also cause inconsistencies in ASIC's public register, which can create issues with contracts, banking, and counterparty due diligence.
All Australian companies must maintain a register of members and a register of officeholders. Other registers (charges, options, debentures) are only required if the company has issued those instruments. ASIC's requirements are detailed at https://asic.gov.au/for-business-and-companies/companies/company-building-blocks/company-record-keeping/.
No. A solvency resolution is a board resolution — a formal decision by directors — confirming the company can pay its debts as they fall due. It does not require an external audit. However, if directors have genuine concerns about solvency, they should immediately seek professional advice.
Most financial records, meeting minutes, and registers must be kept for at least 7 years under the Corporations Act 2001. Some documents, such as the company constitution, should be kept for as long as they remain in force.
For groups with multiple entities, dedicated entity management software is the most reliable solution. It enables you to track deadlines, maintain registers, and manage corporate events across every entity in your group from a single platform.
This article provides general information about company compliance in Australia. It does not constitute legal advice. Always consult a qualified solicitor or compliance professional for advice specific to your circumstances.
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