Company secretarial obligations, registers, ASIC lodgements and record keeping for Australian companies

Every company registered in Australia carries an ongoing set of governance obligations under the Corporations Act 2001 (Cth) (the Act): it must keep certain registers and records, lodge details of changes with ASIC within fixed timeframes, and complete an annual review each year. These duties apply whether you are a two-founder startup or an established SME, and they attach to the company itself, not to whoever happens to be doing the admin.

Getting them wrong rarely bites immediately. It surfaces when an investor asks to see your share register, a buyer runs due diligence, a shareholder disputes what was decided, or ASIC charges late fees that keep mounting. This guide sets out who has these obligations, the registers and records you must keep, the lodgement deadlines that apply, what the annual review involves, and what happens if you fall behind.

Which companies have these obligations

The obligations apply to every company registered under the Corporations Act, which for most small businesses means a proprietary limited company, the familiar "Pty Ltd". There is no turnover threshold or employee headcount that exempts a proprietary company from record keeping. Incorporation itself is the trigger: from the day the company is registered it is a separate legal entity, and with that separation come the ongoing governance duties.

Three things bring the obligations into play at different times:

Registration: the company must set up its registers and internal rules from day one.
A change event: appointing or removing a director, issuing shares, or moving the registered office starts a 28-day clock for notifying ASIC.
The annual review date: each year, on the anniversary of registration, the company must complete the annual review cycle described below.

One common point of confusion: a proprietary company is not required to appoint a company secretary, and many small companies never do. That does not remove any of the record keeping or lodgement obligations. They fall on the company and, in practice, on its directors.

The registers your company must maintain

s 168 of the Corporations Act 2001 (Cth) requires every company to set up and maintain:

A register of members: records who holds shares in the company, how many, what class, and when shares were issued or transferred. This is the evidence of who owns the company, so it matters most when you raise capital, sell, or have a shareholder dispute.
A register of option holders: required if the company grants options over unissued shares, so it becomes relevant as soon as you start an employee share option plan.
A register of debenture holders: required only if the company issues debentures, which most startups and SMEs never do.

The registers may be kept on computer, and failing to maintain them is an offence of strict liability under the Act, meaning no proof of intention is needed.

You will sometimes read that companies must also keep a "register of directors and officers". The current Act does not require a standalone company-held register of directors and secretaries. Officeholder details are instead maintained with ASIC through the lodgements described below, and s 168's register requirements are limited to members, option holders and debenture holders. Keeping your own internal record of appointments and resignations is still good practice for contracts and due diligence, but the authoritative public record of who directs the company is the ASIC register.

Minutes of meetings and resolutions

s 251A requires the company to keep minute books recording, within one month:

proceedings and resolutions of members' meetings;
proceedings and resolutions of directors' meetings;
resolutions passed by members without a meeting; and
resolutions passed by directors without a meeting.

Minutes of a meeting must be signed by the chair, or the chair of the next meeting, within a reasonable time, and a signed minute is evidence of the proceeding or resolution recorded in it unless the contrary is proved. The minute books must be kept at the company's registered office, its principal place of business in Australia, or another place ASIC approves. Failure to comply is a strict liability offence.

There is no 10-year statutory retention period for minutes. The Act requires minute books to be kept, and in practice you should keep them for the life of the company because they are the record of what was decided and approved. Members are entitled to inspect the minute books for members' meetings free of charge, and to a copy of any members' minutes within 14 days of asking.

The practical trap for startups is informality: decisions made over Slack or in a group chat are still decisions, but if they are never recorded they are hard to prove later. For a proprietary company, many decisions can be made by circular resolution signed by all directors without holding a meeting at all, which makes documenting decisions as they happen far easier than reconstructing them months later.

Your company's internal rules

Every company operates under a set of internal rules. If the company has not adopted its own constitution, the default "replaceable rules" in the Act apply (see s 135). Those default rules work for many single-owner or simple companies, but they are a one-size-fits-all set.

For a company with multiple founders, investors, or plans to grow, a tailored constitution can set out how shares are issued, how meetings work, and how decisions are made in a way that matches how the business actually operates. The internal rules sit alongside documents like a shareholders' agreement, which governs the relationship between shareholders. Whichever way you go, the rules should be adopted formally and kept with the company's records, because they define the decision making the minutes will record.

Telling ASIC about changes: the 28-day lodgements

When certain details change, the company must lodge notice with ASIC within a fixed period, most commonly 28 days:

Appointing a director or secretary: within 28 days after appointment (s 205B). The same applies when a director or secretary resigns or retires, and the new director must give the company their personal details within 7 days of appointment so the lodgement can be made.
Issuing shares: within 28 days after the issue (s 254X), with details of the number of shares, the class, and amounts paid and unpaid.
Moving the registered office or principal place of business: ASIC's guidance is that the change must be notified within 28 days, and a late fee applies if it is not.
Any other change to the company's registered details: ASIC's general position is that company details must be updated within 28 days of the change occurring.

ASIC is explicit that company officeholders are responsible for lodging documents on time, even if a registered agent or accountant is managing the lodgements. The most common failure is commercial: the director leaves or the shares are issued, the business moves on, and the paperwork never happens. That is where the 28-day windows quietly expire.

The annual review and the solvency resolution

Each year ASIC sends the company an annual statement, usually shortly after the anniversary of registration, with an invoice for the annual review fee. The ASIC annual review process requires three things:

Pay the annual review fee: due by the date on the statement, usually about two months after the review date.
Check and update your details: compare the statement against the company's actual position, and correct anything that is wrong. Changes that have not already been lodged should be made within 28 days of the review date to avoid an additional late review fee.
Pass a solvency resolution: the directors must pass a resolution on whether the company can pay its debts as they fall due.

The solvency resolution is required by s 347A: the directors must pass it within two months after each review date, unless the company has lodged a financial report with ASIC under Chapter 2M of the Act within the previous 12 months. Failing to pass it is a strict liability offence. The directors' opinion must be based on good evidence, not a guess.

If the resolution is positive, the company simply keeps a record of it; ASIC does not need to be told. If the resolution is negative, or no resolution is passed within the two months, the company must notify ASIC within 7 days using Form 485.

Financial records and other documents

s 286 requires the company to keep written financial records that correctly record and explain its transactions and would enable true and fair financial statements to be prepared and audited. Those records must be retained for 7 years after the transactions they cover are completed, and failing to keep or retain them is both a fault-based and a strict liability offence.

Most small proprietary companies do not need to lodge financial reports with ASIC, but they still must keep the underlying financial records. Your accountant will usually hold these, which is fine, but the company remains responsible. The governance documents, registers and minutes are the company's own responsibility, and they are the records that are most often scattered across inboxes and laptops when a clean set is needed.

Security interests and the PPSR

If the company grants security over its assets, for example a general security agreement to support a loan, the security interest should be registered on the Personal Property Securities Register (the PPSR) under the Personal Property Securities Act 2009 (Cth). Registration is what perfects the interest and protects the financier's priority, and timing can affect that priority, so it is usually handled at settlement with your financier's lawyers. From a record keeping perspective, keep an internal note of what security has been granted, to whom, under which agreement, and whether it has been registered. That record matters when you change financiers, sell assets, or go through investment due diligence.

What happens if you don't comply

The consequences of falling behind are a mix of fees, offences and practical problems:

Late fees: ASIC charges late fees on top of the original fee whenever a document is lodged late or the annual review fee is paid late, and the fees escalate the longer the lodgement is overdue. You can be charged more than one late fee if you miss multiple obligations, for example by leaving several changes un-lodged until the annual review.
Strict liability offences: failing to maintain the registers, keep minutes, keep financial records, or pass the solvency resolution are all offences under the Act.
Deregistration risk: if the annual review fees remain unpaid in full for at least 12 months after they are due, ASIC may take steps to deregister the company.
Commercial exposure: a stale share register and missing resolutions can stall an investment round, delay a sale, or weaken your position in a shareholder dispute, because the records are the evidence of what was agreed.

A practical compliance checklist

A simple quarterly or half-yearly review keeps most of this on track:

Reconcile the register of members against the last annual statement and any recent share issues or transfers.
Check ASIC's records for directors, secretaries and the registered office, and confirm any changes were lodged within their 28-day windows.
Confirm the annual review is current: review fee paid, details checked, solvency resolution passed and filed.
Check minutes and resolutions are up to date for every significant decision since the last review.
Review security registrations on the PPSR if the company has granted any.
Confirm financial records for the current period are being kept and the 7-year retention of older records is in place.

When you need professional help

Much of this is straightforward admin, but a lawyer is worth engaging when the records have fallen behind, when the structure is changing, or when documents need to be created rather than maintained. A practitioner can review the registers and ASIC history and identify what is missing, draft a constitution or shareholders' agreement that matches how the business operates, prepare the resolutions and minutes needed to formalise past decisions, and advise on the 28-day lodgements that must accompany a capital raise or a share sale. If records have been neglected for years, legal input is usually the safer path than reconstructing or backdating documents yourself.

The register that goes stale first

Of all the company secretarial duties, the one most often missed is keeping the register of members in step with reality. Shares get issued to a new investor or transferred between founders, the commercial side is celebrated, and the register, which is the only statutory register most startups actually maintain, is quietly forgotten until someone asks to see it. The annual statement from ASIC will not catch this, because ASIC only knows what you have lodged.

Start with the annual statement that arrived at your last review date. Go through it line by line against your register of members, your minutes, and any share issues or director changes since. Fix what does not match, and lodge anything that is still outstanding within its window. That reconciliation takes an hour, and it is the highest-value hour in company secretarial compliance, because it turns a set of scattered records into evidence you can actually rely on when the company's next big moment arrives.