ASIC Annual Review vs Company Renewal: What Governance Teams Should Check

ASIC Annual Review vs Company Renewal: What Governance Teams Should Check

ASIC Annual Review vs Company Renewal: What Governance Teams Should Check

An ASIC annual review is ASIC's yearly process for each registered Australian company. "Company renewal" is how many teams describe the practical job of keeping that company current: paying the annual review fee, checking company details, passing or recording the required solvency resolution, fixing missed changes and preserving evidence. Paying the fee is only one part of renewal control.

For CFOs, General Counsel, Company Secretaries and governance teams, the question is not simply "was the annual review paid?" It is "can we prove this entity was checked, updated, approved and handed back to a clear owner?"

General information only, not legal advice.

ASIC uses the term annual review. Searchers often use company renewal, ASIC renewal or annual company statement to describe the same operating moment.

That wording difference creates a workflow problem. If renewal is treated as an invoice, the process usually ends when finance pays the fee. If it is treated as a governance control point, the process ends when the company record is current and the evidence is stored.

ASIC's annual review guidance says companies receive an annual statement, usually soon after the anniversary of registration. The company must pay the annual review fee, check and update company details if needed, and pass a solvency resolution unless it has lodged a financial report with ASIC in the past 12 months.

For a group with subsidiaries, SPVs, trustee companies, dormant entities and adviser managed records, memory is not enough.

The annual review fee gets paid. The invoice disappears into accounts payable. The entity stays registered. Everyone assumes the company is "renewed."

But the underlying record may still be wrong:

A director address changed but was never updated. A former officer still appears in an internal register. A share transfer was approved but not reconciled against the member register. A solvency resolution was passed but stored in an email thread. A change was lodged with ASIC but the internal entity record was not updated. The next annual review owner is unclear. A dormant entity remains active because nobody owns the deregistration decision.

Annual review work should produce an exception report, not just a paid invoice.

Term What it usually means What governance teams should control ASIC annual review ASIC's yearly company review process Annual statement, fee, detail check and solvency workflow Company renewal The phrase many teams use for keeping a company registered and current each year Payment, record accuracy, evidence, approvals, owners and next cycle readiness Renewal control The internal operating process around annual review completion Whether the entity record, ASIC record, internal registers and evidence trail all line up

The difference matters because "renewed" can become a false comfort. A company can have its fee paid while records, evidence or lodgement issues remain unresolved.

Use this checklist after the annual statement arrives and again after the fee has been paid. It is designed for groups that need one consistent process across many entities.

Before looking at the invoice, confirm the entity is still part of the controlled group list. Record:

Legal name ACN Entity type Annual review date Registered office Principal place of business Registered agent or ASIC contact owner Internal business owner Finance owner Legal, CoSec or adviser owner Status: active, dormant, trustee, SPV, divestment candidate or deregistration candidate

This prevents annual review work from depending on one inbox, adviser portal or person's memory.

2. Save the Annual Statement and Invoice Against the Entity

ASIC says the annual statement includes an invoice for the annual review fee and a list of the company details ASIC has on record.

Save the statement to the entity record for the relevant review year, not only to an inbox or portal download folder.

Annual statement date Review date Fee due date Statement recipient Invoice or payment reference Source file location Person responsible for completing the review

The practical control is simple: every annual review should have one source packet that future finance, legal, audit or CoSec users can find.

3. Pay the Fee, But Do Not Close the Task

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

Payment matters. Late fees can apply if annual review obligations are not completed on time. But payment is not the end of the governance task.

Payment date Payment owner Payment confirmation or receipt Whether a late fee applied Whether finance has linked the payment back to the correct entity and review year

The paid invoice proves cash moved. It does not prove the company record was reviewed.

4. Compare ASIC Details Against Internal Records

ASIC's annual review guidance says companies must check the company details on the annual statement and update them if needed. The listed details include addresses, share structure, officeholders and members.

Compare the annual statement against your internal system of record for:

Registered office Principal place of business Directors and secretaries Officeholder names and addresses 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

Does ASIC match the internal record? Does the internal record match the source documents?

If either answer is unclear, open an exception.

5. Identify Missed or Required Lodgements

ASIC's annual review page states that companies should not wait for the annual review to update details when they change. It also states company details must be updated within 28 days of the changes occurring.

That makes the annual review a catch point, not the normal trigger.

What changed Effective date Source evidence Required approval Required lodgement or correction pathway Responsible person Deadline or remediation priority Confirmation once lodged Internal register update after lodgement

Common annual review exceptions include officeholder changes, address changes, member changes for proprietary companies, share structure updates and ultimate holding company details.

Each exception needs an owner, source evidence and a resolved record.