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 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, 147156,ASIC Practice Note 47]
4.2 Annual return
A company must lodge with ASIC an annual return which contains such information as: * names and addresses of each director and company secretary; and * issued shares and options granted; and * details of its shareholders; and * address of its registered office; and * address of its principal place of business; and * a statement that the directors have resolved in the last month that, in the directors' opinion, there are reasonable grounds to believe the company will be able to pay its debts as and when they become payable (but if the company has lodged an annual financial report with ASIC within the last 12 months, it does not need to include this statement). An annual return may be lodged with ASIC on a printed form or, if an agreement is in place to lodge electronically, in accordance with the agreement. ASIC may send a partially completed annual return to a company that wants to lodge its annual return on a printed form for the company to check, amend if necessary, verify and send back to ASIC. However, a company must lodge an annual return with ASIC even if ASIC does not send a partially completed annual return to the company.
[sections 345348, 352]
4.3 Annual fee
A company must pay an annual fee to ASIC on lodgment of the annual return.
[Corporations (Fees) Regulations]
4.4 Notification to ASIC of changes
The company must notify ASIC if certain basic changes to the company occur. The following table sets out these notification requirements.
|If...||the company must notify ASIC of the change...||using Form No...||seesection...|
|1.||a company issues shares||within 1 month after the issue||207||254X|
|2.||a company changes the location of a register||within 7 days after the change||909||172, 1302|
|3.||a company changes the address of its registered office or principal place of business||within 14 days after the change||203||142, 146|
|4.||a company changes its directors or company secretary||within 14 days after the change||304||205B|
|5.||there is a change in the name or address of the company's directors or secretary||within 14 days after the change||304||205B|
|6.||a company creates certain kinds of charges||within 45 days after the charge is created||309||263|