ASIC late fees and penalties: what directors need to know

ASIC imposes late fees and penalties for a range of non-compliance events. The most common are late payment of the annual review fee and late lodgement of change notifications, but penalties can also apply to more serious breaches of the Corporations Act.

For the annual review fee, if payment is not received within two months of the review date, ASIC charges a late payment fee: $102 if paid up to one month late, rising to $428 if more than one month late. The same two-tier schedule applies per entity and per occurrence, whatever the size of the underlying review fee, so it is identical for a $342 proprietary company and a $1,591 public company. If the review fee remains unpaid at least 12 months after the due date, ASIC may commence deregistration proceedings.

Late change notifications attract the same schedule, and this is the point most often got wrong. A company must generally update its details with ASIC within 28 days of the change, and changes to directors and other officeholders, registered office and principal place of business, share structure, and member details all fall within that rule. Lodging outside the 28 days attracts a late lodgement fee of $102, rising to $428 where the lodgement is more than one month late. It is applied as a matter of course and is not confined to the annual review.

There is a third fee that catches firms out, because it stacks. Separately from the late lodgement fee, a change to information shown in the annual statement must be notified within 28 days of the statement’s issue date, and missing that window attracts a late review fee on the same $102 and $428 tiers. ASIC states expressly that a single document may attract both a late lodgement fee and a late review fee, and that both are payable in addition to any prescribed lodgement fee and any late payment fee on the review fee itself. One overlooked officeholder change discovered at annual review time can therefore cost considerably more than a single $428. On top of the fees, ASIC may issue infringement notices or seek court-ordered penalties for persistent non-compliance, and directors can be personally liable for failing to ensure the company meets its notification obligations.

More serious breaches of the Corporations Act, such as failure to keep proper financial records, failure to lodge financial reports (for large proprietary companies), or insolvent trading, carry significantly higher penalties. Civil penalties for serious breaches can exceed $1,820,000 for an individual and many millions of dollars for a company, and criminal penalties can include imprisonment.

CoSec Partners manages ASIC deadlines for clients on our Outsourced and White Label models. Every lodgement runs through a two-person review, one person prepares and another checks before submission, and every deadline within our engagement scope is tracked on a compliance calendar and actioned before it falls due.