A company is cheap to register and easy to forget about. Then a letter arrives from ASIC with a late fee, a bank asks for a company extract that still lists a director who left three years ago, or you sell the business and discover the share register was never updated. None of it is hard. All of it is easy to miss when you're running a business.
Our company secretarial service exists so you don't have to think about it. Here's what the law expects of a private company, what we do each year, and where the traps are.
What does a company secretarial service actually cover?
For most private companies, company secretarial work is five things:
- The annual review. ASIC issues an annual statement and invoice after each review date. Someone has to check the details, correct anything wrong, and pay the fee on time.
- The solvency resolution. Directors must formally decide, each year, whether the company can pay its debts as and when they fall due.
- Changes to company details. New or departing directors, a new address, share issues and share transfers all have to be notified to ASIC, usually within 28 days.
- Registers and minutes. The company must keep a register of members and record minutes of directors' and members' resolutions.
- Bigger events. Changing the company name, adopting a new constitution, buy-backs, capital reductions and deregistration each have their own form and deadline.
Our ASIC company compliance agent identifies the right form, deadline, fee and Corporations Act section for any event you tell us about. A qualified accountant checks it before anything is lodged. That combination is why we can keep a large number of companies current without things slipping.
When is the ASIC annual review due, and what does it cost?
Every company has an annual review date, usually the anniversary of its registration. Soon after that date ASIC sends an annual statement with an invoice. If nothing arrives within a few weeks of the review date, contact ASIC (or us, if we're your agent).
| Step | Deadline | What happens if you miss it |
|---|---|---|
| Check the details on the statement (addresses, officeholders, share structure, members) | Lodge any changes not yet made within 28 days of the review date | Late fee for each late notification |
| Pay the annual review fee | By the date on the statement, usually 2 months after the review date | Late payment fee; long-unpaid fees can lead ASIC to consider deregistering the company |
| Directors pass the solvency resolution | Within 2 months of the review date (unless a financial report was lodged with ASIC in the past 12 months) | If directors pass a negative resolution, or none at all, the company must tell ASIC within 7 days on Form 485 |
For 2026–27, from 1 July 2026, the annual review fee is $342 for a proprietary company and $70 for a special purpose company, such as a company that only acts as trustee of an SMSF. Late fees are $102 if you are up to one month late and $428 if you're more than a month late. ASIC indexes its fees every 1 July, so check the current amount on ASIC's fees pages before relying on these.
Key point: Paying the annual review fee is treated as a statement by the directors that the company is solvent. Don't pay it on autopilot if the company is in trouble. Talk to us first.
Should you set up a special purpose company?
If a company's only job is to be trustee of a self managed super fund, it can be registered as a special purpose company and pay the much lower review fee. The constitution has to restrict it to that role. We check whether your SMSF trustee company qualifies and, if so, help you make the change. Our guide to SMSF corporate trustees explains why many funds use one.
What is a solvency resolution, and how do you pass one?
Within two months after each review date, the directors must pass a resolution saying whether, in their opinion, there are reasonable grounds to believe the company will be able to pay its debts as and when they become due.
- A positive resolution is recorded in the company's minutes. Nothing is lodged with ASIC.
- A negative resolution, or no resolution in time, must be reported to ASIC on Form 485 within 7 days.
This is not a box-ticking exercise. A director who signs a positive resolution should have looked at the numbers: cash, debts falling due, ATO balances and the next few months of trading. That's why we do it with your accounts in front of us. If the company is behind with the ATO, the solvency question links directly to your personal risk under the director penalty regime, and that conversation needs to happen early.
How do you change directors, shareholders or the registered office?
Most changes go to ASIC on Form 484, which is lodged online and has no lodgement fee if it's on time.
| Change | ASIC form | Deadline | What else is needed |
|---|---|---|---|
| Appoint a director | Form 484 | 28 days | Signed consent to act; the new director must already hold a director ID; a directors' resolution |
| Director resigns or is removed | Form 484 | 28 days | Written resignation or a members' resolution to remove; check the company still has a resident director |
| Change registered office or principal place of business | Form 484 | 28 days | Occupier's consent if the company doesn't occupy the new registered office |
| Issue new shares | Form 484 | 28 days | Directors' resolution; check the constitution and any pre-emption rights; update the register of members |
| Transfer shares | Form 484 | 28 days | Signed share transfer form; stamp duty check in some cases; tax check, because a share transfer can trigger CGT |
| Change company name | Form 205 | 14 days after the special resolution | Special resolution of members; fee applies |
| Keep registers somewhere other than the registered office | Form 909 | 7 days | — |
Our director resolutions agent drafts appointment, resignation and successor resolutions and checks them against your company's constitution. We review every one before you sign it on your phone.
Watch out: Share transfers and new share issues are tax events as well as ASIC events. Moving shares between family members, into a family trust, or to a new partner can trigger capital gains tax and, from 1 July 2027, the rules change. Talk to us before you move shares, not after. Our business restructuring page explains the rollover options.
What are director IDs, and who needs one?
A director ID is a unique 15-digit identifier that every director keeps for life, even across different companies. Anyone who is, or intends to become, a director of an Australian company must have one before they're appointed. The transition period ended years ago, so there is no grace period for new directors.
You apply yourself, free, through the Australian Business Registry Services using your myID. We can't apply on your behalf, but we can tell you exactly what to do and check the number before we lodge the appointment. Failing to have a director ID when required is a civil penalty offence.
Which registers and records must a company keep?
A small private company doesn't need much, but it does need these:
- Register of members. Each shareholder's name and address, the date they became a member, the number and class of shares, the amount paid, and whether the shares are held beneficially (for example, shares held by a trustee are marked as non-beneficial). Former members stay on the register for 7 years.
- Minutes. Every directors' and members' meeting and every circulating resolution, recorded within one month. A sole director records and signs their own resolutions.
- Financial records. Records that correctly explain the company's transactions and would allow financial statements to be prepared, kept for 7 years.
- The constitution and any amendments, or a note that the company relies on the replaceable rules.
- Share certificates issued, if any.
We keep the register and minute book in the same file as your accounts and tax returns. When a bank, a buyer's lawyer or the ATO asks for them, they're ready in minutes, not days.
What do we do each year as your company secretary?
- Become your ASIC agent. We're listed as your company's agent, so the annual statement and ASIC correspondence come to us. You'll still see everything that matters.
- Diarise every date. Review dates, fee due dates and solvency deadlines for each company in your group sit in one calendar, so a family with a trading company, a trustee company and an SMSF trustee company doesn't get three surprises a year.
- Check the annual statement. We compare ASIC's record against what we know: directors, addresses, shareholders, and whether shares are held beneficially. Differences get fixed before the deadline.
- Prepare the solvency resolution. We draft it with your latest figures in front of us, and flag anything that should give a director pause.
- Send you one bundle to approve. The invoice, the resolution and any changes arrive together by email or SMS. You sign on your phone, with no portal login.
- Lodge changes during the year. Tell us someone is joining, leaving or moving, and we prepare the resolution, consent and Form 484.
- Tie it to your tax. Dividends, Division 7A loans, share transfers and the company tax return all depend on the company records being right. Because we do both, they agree.
Like all BPAG work, this runs on Nagaris. The AI agents draft; a qualified accountant reviews and signs off; nothing is lodged or sent without a person approving it. Every action is timestamped, which is useful when you need to prove a resolution was passed on time.
What does ASIC company secretarial cost at BPAG?
ASIC's own fees are set by law and passed on at cost. Our work is part of a fixed fee.
- If your company is on one of our fixed-price plans, routine company secretarial work for that company sits alongside your bookkeeping, BAS, company tax return and annual financial statements. Compare the plans on our pricing page.
- One-off events, such as a restructure, a share buy-back or a deregistration, are quoted as a fixed fee before we start.
- If you only want company secretarial work and nothing else, we'll quote that too.
An honest point: if you have a single, dormant company, you can manage the annual review yourself through ASIC's online services in a few minutes a year. Where we add value is groups with several companies, any change in directors or shares, companies that pay dividends or lend money to their owners, and anyone who would rather not carry the risk.
What mistakes do we see most often?
- A director who left years ago is still on the register, or a new director was never added. Banks spot this at the worst time, usually during a refinance.
- Shares held for a family trust recorded as held beneficially, which can cause confusion about who actually owns the company, including for tax and duty.
- The solvency resolution was never recorded. It's a legal requirement even when everything is fine.
- The registered office is the old accountant's address, so ASIC notices go nowhere.
- Dividends paid without a proper resolution, or loans to directors with no Division 7A agreement. Read our guide to Division 7A before you take money out of your company.
- A dormant company left to accumulate late fees until ASIC moves to deregister it, sometimes with assets or a bank account still inside it.
What should you send us?
- Your company's ASIC extract or the most recent annual statement (we can also pull the extract ourselves)
- The constitution, if the company has one
- The register of members and any share certificates
- The minute book or any resolutions you've signed
- Each director's name, address and director ID
- Anything ASIC has sent that you haven't dealt with yet
Photos from your phone are fine. If you don't have some of this, that's normal. We rebuild what's missing and tell you what was out of date.
Where does company secretarial fit with the rest of our work?
Company secretarial is one part of keeping a company in order. It sits naturally with your company tax return, your financial statements, and your BAS and payroll. If you're still choosing whether a company is the right vehicle at all, start with our guide to sole trader vs company vs trust.
Frequently asked questions
Does a proprietary company need a company secretary?
No. A proprietary company doesn't have to appoint a secretary, although many do. It must have at least one director, and at least one director must ordinarily live in Australia. If there's no secretary, the directors carry the secretary's duties, such as keeping registers and lodging changes with ASIC.
Is the ASIC annual review fee tax deductible?
For a company carrying on a business, the annual review fee is generally deductible as a cost of running the company. Late fees are a different story, so ask us before you claim them. Either way, it's cheaper not to pay late fees at all.
Can I pay the ASIC annual review fee 10 years in advance?
Yes. ASIC lets proprietary companies prepay ten years of review fees at a discount. The payment is non-refundable, so it suits companies you expect to keep for the long term, such as a corporate trustee of a family trust or an SMSF. It doesn't remove the need to keep your details current or to pass a solvency resolution each year.
What happens if my company's details on the ASIC register are wrong?
Officers who fail to notify changes on time expose the company to late fees, and outdated details mean ASIC notices, including warnings about deregistration, go to the wrong place. Wrong details also cause trouble at the bank, with lenders and when you sell. We fix the register with backdated notices where needed and tell you any late fees upfront.
Can I close a company I no longer use?
Often, yes, through voluntary deregistration, if all members agree, the company isn't trading, its assets are worth less than $1,000, it has paid all ASIC fees, has no outstanding liabilities and isn't in legal proceedings. We check those conditions, clean up loans and tax lodgements, and lodge the application. If the company has debts it can't pay, you need a registered liquidator instead.
Do I still need a solvency resolution if the company is a trustee only?
Generally yes. The solvency resolution is required for every company within two months of its review date unless it has lodged a financial report with ASIC in the previous 12 months. A trustee company with no assets of its own still needs one; we prepare it with the annual statement each year.
Official sources
General information only, current as at 18 October 2026. It is not personal tax, legal or financial product advice and doesn't take your circumstances into account. Talk to us before you act. Where a recommendation needs a licensed financial adviser or a solicitor, we work alongside them.