Being a company director comes with additional responsibilities and obligations that sole traders and partnerships don’t necessarily have to deal with. ASIC filings, director duties and statutory record-keeping are all part of the role, and many of these obligations operate on their own timelines, separate from your tax return and BAS deadlines.
FY2027 is a good opportunity to reset. Below is a practical rundown of what directors need to stay on top of this financial year, organised so you can work through it as you go rather than tackle it as one long, intimidating list. And, if you need a refresh on Director Responsibilities, we’ve got it covered here.
Quick Checklist
- Confirm your company’s ASIC annual review date
- Update the ASIC register if company details have changed
- Pay the annual review fee on time
- Review director obligations, including solvency declarations
- Confirm the company register and minute book are up to date
- Check record-keeping practices meet the seven-year retention rule
- Diarise key dates for the rest of FY2027
ASIC annual statements: what actually happens
Every company registered in Australia has an annual review date, usually the anniversary of its registration. Around that date, ASIC issues an annual statement summarising the company's details on record - directors, shareholders, registered office, and share structure. There are three things to actually do when this arrives:
- Check the details are correct. If anything has changed (a new director, updated address, altered share structure) and hasn't already been reported to ASIC, this is your prompt to fix it.
- Pay the annual review fee. This is separate from any tax obligation and is due regardless of whether the company traded during the year.
- Confirm solvency, where required. Directors of most proprietary companies need to pass a solvency resolution confirming the company can pay its debts as and when they fall due.
Missing this isn't a minor slip. Late payment attracts penalties, and prolonged non-compliance can eventually lead to ASIC deregistering the company. Many directors ask their accountant to manage ASIC correspondence directly, which is worth considering if annual review dates have a habit of slipping past you.
Director obligations (the ones people tend to forget)
Beyond the annual statement, directors carry ongoing legal duties under the Corporations Act. A few worth revisiting each year are:
- Duty of care and diligence — making decisions with the same care a reasonable person would in the same position
- Duty to act in good faith — in the best interests of the company, not personal interest
- Duty to avoid conflicts of interest — disclosing any personal or financial interest in company dealings
- Duty to prevent insolvent trading — one of the more serious obligations, requiring directors to stop the company from incurring new debts if it can't pay existing ones
- Duty to keep proper financial records — records that explain the company's transactions and financial position, and allow true and fair financial statements to be prepared
These duties apply personally to each director, not just to the company as an entity. That distinction matters, particularly around insolvent trading, where directors can be held individually liable. This is one area where your accountant can really help spot a problem before it develops. Regular financial reviews give directors early visibility of cash flow or solvency issues, well before they become a legal risk.
Record-keeping requirements
Company records fall into a few categories, each with slightly different expectations:
- Statutory records — the company register (directors, shareholders, share transfers), minute book, and copies of documents lodged with ASIC. These should be kept for the life of the company and be accessible for inspection.
- Financial records — transaction records, financial statements, and supporting documentation must generally be retained for seven years, and must be detailed enough to explain the company's financial position at any point.
- Meeting records — minutes of director and shareholder meetings, including any resolutions passed. These are often the first thing requested if a dispute or ASIC review arises, so they're worth keeping properly organised rather than reconstructed after the fact.
A common gap we see is directors assuming their accounting software covers all of this. It typically covers financial records well, but statutory registers and meeting minutes usually need to be maintained separately.
Building this into a yearly rhythm
Compliance obligations are easiest to manage when they're built into a standing routine rather than handled reactively each time ASIC sends a reminder. Diarising your annual review date, setting a recurring check on director duties, and reviewing your record-keeping setup once a year keeps this from becoming a scramble.
For many directors, the simplest way to build that rhythm is to fold compliance into a regular check-in with their accountant, alongside the usual tax and BAS conversations, rather than treating it as a separate task to remember on its own.
Frequently Asked Questions
1. How much is the ASIC annual review fee?
Fees are set by ASIC and reviewed periodically, so it's worth checking the current amount for your company type directly on the ASIC website or with your accountant, rather than relying on last year's figure.
2. What happens if I miss my ASIC annual review date?
Late fees apply, increasing the longer payment is outstanding. Continued non-payment can eventually result in ASIC deregistering the company.
3. Do all directors need to sign the solvency resolution?
Typically the board as a whole passes the resolution, though requirements can vary depending on your company's constitution.
4. Can I be personally liable for company debts as a director?
In most cases, no, that's the benefit of the corporate structure. However, insolvent trading and certain tax obligations (such as unpaid PAYG withholding and superannuation) can create personal liability for directors.
5. How long do I actually need to keep company records?
Financial records generally need to be kept for seven years. Statutory records like the company register should be retained for the life of the company.
Where this leaves you
None of these obligations are especially complex on their own, but they're easy to lose track of when they're spread across different deadlines and don't show up on the same calendar as your tax return. A short annual review, ideally before your ASIC statement lands, is usually enough to stay ahead of it.
Need a hand staying compliant?
Rubiix can help review your company's compliance position, from ASIC filings through to director obligations and record-keeping practices. Get in touch with our team, or find out more about our business accounting services.