What is a Director?
The director of a company is responsible for managing the business affairs. If your company has a constitution, it will most likely set out the powers, functions and duties of directors that apply to the company. A private company must have at least one director, who must ordinarily reside in Australia. A public company needs a minimum of three directors, with at least two of the directors residing in Australia.
As director, you should ensure that you are actively involving yourself in meetings, inquiring into ongoing or proposed actions, their effect on the company and seeking both internal and external advice concerning various aspects of the company. You should also endeavour to conduct yourself in a responsible, dutiful and honest manner, which is in the best interest of the company.
What are Director’s responsibilities?
The Corporations Act 2001 details the legal obligations of a director conducting business in Australia.
You must ensure that in your capacity as a director, you do not have material personal interests in the decisions of the company. You should assess the future impacts of decisions made within the company and you stay actively informed about its financial position and performance. If a director acts in any way that is deemed to contravene their duties under the Corporations Act 2001, civil or criminal penalties may be imposed upon them and/or the company itself.
What is an annual review?
The annual review of your company takes place each year on the anniversary of the company’s registration.
Once the annual review date has passed, the Australian Securities and Investments Commission (ASIC) will issue an annual company statement and invoice. The annual company statement will contain all company details. The purpose of the annual review is to ensure details of a company are current and that the company pays its annual fee to ASIC, as well as ensuring the company makes a solvency resolution that they are in a position to pay their debts when they fall due.
As a director, it is important to note that a solvency resolution must be passed within two months of your annual review date.
ASIC form 484
A Form 484 is lodged with ASIC when a company’s details require updating. These changes can include addresses, the appointment or cessation of company officeholders, a change to the share structure, the transferring of shares and also changes to the ultimate holding company.
When changes to company details occur, the company has a maximum of 28 days from the date of change to notify ASIC. Failure to comply with this timeframe will result in monetary penalties consisting of different amounts, depending on when the change is lodged.
A registered agent has the ability to make lodgements to ASIC on behalf of companies. A Form 362 must be lodged with ASIC to notify them that the company has appointed a registered agent. DFK Gooding Partners can act as a registered agent and therefore an intermediary between your company and ASIC.
If DFK Gooding Partners were to act as the registered agent for your company then we would receive correspondence from ASIC on the company’s behalf, including the annual review documents. DFK Gooding Partners also have the ability to store corporate records online and lodge specific forms, such as the form 484, electronically with ASIC.
If you need extra support, our corporate secretarial team can help! Please contact the team on (08) 9327 1777.