CORPORATIONS ACT 2001
Pt 1.5 amended by No 96 of 2010, s 3, Sch 1, Pt 2[12-16], Pt 5 and Pt 6 (effective 30 January 2012).
Pt 1.5 amended by No 5 of 2011, s 3, Sch 1 (effective 22 March 2011).
Pt 1.5 amended by No 66 of 2010, s 3, Sch 1, Pt 1 (effective 28 June 2010).
Pt 1.5 amended by No 101 of 2007, s 3, Sch 1, Pt 3[198-200] (effective 1 September 2007).
Pt 1.5 amended by No 116 of 2003, s 3, Sch 3[8-20] (effective 28 November 2003).
Pt 1.5 amended by No 24 of 2003, s 3, Sch 1[10-14] and Sch 2[2-3] (effective 1 July 2003).
4 Continuing obligations after the company is set up
The Corporations Act and other laws impose obligations on companies themselves and on their directors and company secretaries. Some of the more important obligations imposed under the Corporations Act are discussed below.
4.1 Use of company name and ACN.
The name of a company must be shown at all the company's business premises (including its registered office) that are open to the public. The company's name and its ACN or ABN (if the last 9 digits are the same, and in the same order, as the last 9 digits of its ACN) must appear:
· on some of its public documents; and
· on its cheques and negotiable instruments; and
· on all documents lodged with ASIC; and
· if it has one, on its common seal.
[sections 123, 144, 147-156, ASIC Practice Note 47]
4.2 Extract of particulars.
Each year, ASIC issues each company with an extract of particulars within 2 weeks of the company's review date (which is generally the anniversary of the company's registration). The extract includes details recorded on ASIC's database such as:
· names and addresses of each director and company secretary;
· issued shares and options granted;
· details of its shareholders;
· address of its registered office;
· address of its principal place of business.
If any of the details are not correct as at the date the extract is received, the company must correct those details.
The correction may be lodged with ASIC on a printed form or, if an agreement is in place to lodge electronically, in accordance with the agreement.
[sections 346A and 346C, 352]
A company must pay a review fee to ASIC each year.
[Corporations (Review Fees) Act 2003]
The company must notify ASIC if certain basic changes to the company occur. The following table sets out these notification requirements.
[Table: Notification requirements]
| ||If...||the company must notify ASIC of the change...||see section...|
|1||a company issues shares||within 28 days after the issue||254X|
|2||a company changes the location of a register||within 7 days after the change||172|
|3||a company changes the address of its registered office or principal place of business||within 28 days after the change||142, 146|
|4||a company changes its directors or company secretary||within 28 days after the change (unless the director or company secretary has notified ASIC of the change)||205B|
|5||there is a change in the name or address of the company's directors or secretary||within 28 days after the change||205B|
|6||(Repealed)|| || |
|7||a company has a new ultimate holding company, or details about the ultimate holding company change||within 28 days after the change happens||349A|
|8||any of the changes in items 1 to 7 means that:||within the time determined under the table in section 178D||178A|
| ||(a)||the company must add or alter particulars in its member register kept under section 169; or|
| ||(b)||the company must add or alter particulars in its member register kept under section 169, and as a result, details about the number and class of shares on issue, or the amount paid and unpaid on the shares, alter.|