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CORPORATIONS ACT 2001

CHAPTER 1 - INTRODUCTORY  

PART 1.5 - SMALL BUSINESS GUIDE    View history reference

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]

4.3  Review fee.  


A company must pay a review fee to ASIC each year.

[Corporations (Review Fees) Act 2003]

4.4  Notification to ASIC of changes.  

 View history reference

The company must notify ASIC if certain basic changes to the company occur. The following table sets out these notification requirements.

[Table: Notification requirements]

Notification requirements
 If...the company must notify ASIC of the change...see section...
1a company issues shareswithin 28 days after the issue254X
2a company changes the location of a registerwithin 7 days after the change172
3a company changes the address of its registered office or principal place of businesswithin 28 days after the change142, 146
4a company changes its directors or company secretarywithin 28 days after the change (unless the director or company secretary has notified ASIC of the change)205B
5there is a change in the name or address of the company's directors or secretarywithin 28 days after the change205B
6(Repealed)  
7a company has a new ultimate holding company, or details about the ultimate holding company changewithin 28 days after the change happens349A
8any of the changes in items 1 to 7 means that:within the time determined under the table in section 178D178A
178C
 (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.


 



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