ASIC Annual Review Checklist for Multi-Entity Groups

ASIC Annual Review Checklist for Multi-Entity Groups

An ASIC annual review checklist helps Australian companies confirm three core obligations after receiving an annual statement: pay the annual review fee, check and update company details, and pass a solvency resolution unless an applicable financial report has been lodged with ASIC in the past 12 months.

For a single company, that may be manageable from a calendar reminder. For a group managing multiple subsidiaries, SPVs, trustee companies or dormant entities, the annual review becomes a recurring governance control point. It is the moment to check whether ASIC records, internal registers, board records, payment evidence and director approvals still line up.

This checklist is written for CFOs, General Counsel, internal Company Secretaries and governance teams that need a repeatable process across a multi entity group.

This article is general information only, not legal advice.

ASIC sends registered companies an annual statement, usually soon after the anniversary of the company's registration. The statement includes an invoice for the annual review fee and the company details ASIC has on record.

ASIC says companies must then do three things:

1. Pay the annual review fee. 2. Check the company details on the statement and update them if needed. 3. Pass a solvency resolution, unless the company has lodged a financial report with ASIC in the past 12 months.

For governance teams, the annual review should not be treated as a fee payment task. It is a structured check of whether the public record, internal records and director evidence remain current.

Why Annual Reviews Become Hard Across a Group

Annual review work becomes harder when responsibility is fragmented.

A common multi entity setup looks like this:

Finance pays ASIC invoices. Legal or the Company Secretary maintains registers. External advisers hold ASIC portal access or act as registered agent. Directors approve solvency resolutions by email or circulating resolution. Supporting records sit across shared drives, board packs and inboxes. Structure charts are maintained separately from company records.

No single step is especially complicated. The risk comes from gaps between steps.

The fee may be paid, but the company details may not have been checked. A solvency resolution may be passed, but saved outside the entity file. A director address change may appear in HR records but not in ASIC records. A dormant SPV may still attract annual obligations because nobody owns the decision to deregister it.

The checklist below turns the annual review from an isolated compliance task into a repeatable governance workflow.

Use this process for each entity, then roll the outputs into a group level exception report.

Before checking annual reviews, confirm the group actually knows which entities are in scope.

Legal name ACN ABN, if applicable Entity type Registration date Annual review date Registered office Principal place of business Registered agent or contact address Internal owner External adviser, if relevant Status: active, dormant, trustee, SPV, divestment candidate or deregistration candidate

This step matters because annual review failures often start with entity inventory problems. If the group does not maintain a complete entity list, review dates can be missed or assigned to the wrong owner.

Pay special attention to inactive project companies, trustee companies and legacy SPVs. They may still be registered and subject to ongoing obligations.

2. Confirm the Annual Statement Has Been Received

ASIC says annual statements are sent to one address only, using an order of priority that includes the registered agent address, online account, nominated mailing address or registered office.

Annual review date Annual statement issue status Delivery channel Recipient address or portal owner Person responsible for review Whether the annual statement has been saved to the entity record

If the annual statement has not been received within the expected period, check ASIC's guidance. Do not let annual review visibility depend on one inbox or adviser.

ASIC states the annual review fee must be paid by the due date on the annual statement, which is usually two months after the annual review date.

Invoice amount Due date Payment owner Payment date Payment reference Receipt or confirmation Whether any late fee applies

For a CFO, this is not just accounts payable. The payment record should be tied back to the entity, annual statement and review year.

The group level control is one view of all annual review invoices, payment status and evidence.

ASIC says the annual statement lists details including addresses, share structure, officeholders and members. ASIC also says companies should not wait for the annual review to update details when changes occur. Company details generally need to be updated within 28 days of the change.

For each entity, check the ASIC annual statement against internal records for:

Registered office Principal place of business Officeholders Officeholder names and addresses Secretaries, if appointed Member or shareholder details where relevant Share structure Ultimate holding company details, if applicable Special purpose company status, if applicable Registered agent or contact address

This is where many groups find governance drift. The board decision may have happened, but the ASIC record was not updated. The ASIC record may be current, but the internal register was not updated. The annual review is the right time to detect and resolve those differences.

5. Lodge Required Changes, But Do Not Treat Annual Review as the Only Trigger

If company details are incorrect, determine what needs to be lodged, who approves it and what evidence supports the change.

Change of registered office Change of principal place of business Director or secretary appointment Director or secretary cessation Officeholder address change Member or shareholder changes for proprietary companies Share issue, cancellation or transfer details Change to share structure Change to ultimate holding company Change to special purpose company status

Triggering event Effective date Approval evidence Supporting documents Lodgement form or transaction Lodgement date ASIC confirmation Internal register update

ASIC's Form 484 page says the lodging period for relevant changes is within 28 days after the date of change. The annual review should catch missed changes, but it should not be the normal process for discovering them.

6. Prepare and Pass the Solvency Resolution

ASIC says directors must pass a solvency resolution within two months of the annual review date unless the company has lodged a financial report with ASIC in the past 12 months. ASIC also says the directors' opinion should be based on good evidence.

Whether a solvency resolution is required Annual review date Resolution deadline Directors responsible Financial information or evidence reviewed Resolution type: positive, negative or not passed Date passed Where the resolution is stored Whether ASIC notification is required