ASIC's New 'Zero Tolerance' Policy on Late Fees

ASIC has fully automated its late fee penalty system for the 2026 financial year. The informal grace period that previously existed for companies that missed deadlines due to administrative errors, address changes, or communication gaps has been effectively eliminated. For directors and company officers who have grown accustomed to requesting fee waivers or extensions, this represents a fundamental change in ASIC's enforcement culture — and one that carries immediate financial consequences for any company that misses its annual compliance window.

This guide explains precisely what the ASIC Annual Review process involves, what the zero tolerance policy means in practice, the full schedule of late fees, the often-overlooked solvency resolution obligation, and what foreign companies registered in Australia need to know about their additional compliance requirements. Most importantly, it explains how to build a compliance process that ensures you never face an ASIC late fee again.

What is the ASIC Annual Review?

Every Australian company registered under the Corporations Act 2001 receives an Annual Company Statement from ASIC on the anniversary of its registration date. This statement is ASIC's way of ensuring that the information held on the public register — directors' names and addresses, registered office address, shareholder details, and company particulars — remains accurate and current.

The Annual Review triggers several simultaneous obligations for the company:

• Review fee payment: An annual review fee is payable by a specific due date (generally two months after the review date). For the 2025–2026 financial year, the standard annual review fee for a small proprietary company is $310. For larger companies, public companies, and registered foreign companies, different fee scales apply.
• Statement review: The company's officers must review the Annual Company Statement for accuracy. If any details are incorrect (addresses, director names, share structure), corrections must be lodged with ASIC within 28 days using the appropriate form.
• Solvency resolution: The company's directors must pass a solvency resolution within two months of the review date. This is a separate obligation from paying the fee, and it is the one that catches the most companies off-guard.

The Zero Tolerance Policy: What Changed in 2026

In previous years, ASIC operated a degree of administrative discretion regarding late fee waivers. Companies that received their Annual Statement at an outdated address, companies that had recently changed company secretaries, and companies that could demonstrate genuine administrative error sometimes succeeded in having late fees waived or reduced through an informal request process.

ASIC's 2026 policy change has two components. First, ASIC has automated the late fee levy system so that late fees are applied algorithmically at the moment a payment deadline passes — there is no human review before the fee is applied, and the system does not distinguish between administrative errors and deliberate non-compliance. Second, ASIC has confirmed that its discretion to waive late fees in response to informal requests will be exercised only in the most exceptional circumstances, and that the threshold for "exceptional" has been raised substantially.

The practical effect is that late fees applied after the 2026 policy change should be treated as unavoidable and irreversible once incurred. The only way to avoid them is to comply on time — not to seek a waiver after the fact.

For foreign companies operating in Australia and for Australian subsidiaries of overseas parents (including many Indian-owned subsidiaries), this change is particularly significant. These entities often have compliance management challenges due to time zone differences, unfamiliarity with Australian regulatory deadlines, and reliance on local agents who may not be proactively tracking review dates. The risk of inadvertent late payment has always been higher for these entities than for domestically-managed Australian businesses.

The Complete ASIC Late Fee Schedule (2026)

The late fee regime applies in addition to — not instead of — the standard annual review fee. Both the review fee and the late fee are payable when a payment is overdue.

Payment Status	Late Fee (2026)	Total Additional Cost
Paid on time (within 2 months of review date)	Nil	Standard annual review fee only
Up to 1 month late (between 2 and 3 months after review date)	$96	Review fee + $96
More than 1 month late (more than 3 months after review date)	$401	Review fee + $401

For a small proprietary company with a standard annual review fee of $310, missing the payment deadline by more than one month results in a total annual compliance bill of $711 — more than double the standard fee. For companies with multiple directors, registered foreign companies, or companies with more complex structures, the base annual review fee is higher, making the proportional cost of lateness even more significant.

These fees are not a one-time consequence of lateness — they apply every year. A company that is consistently late with its annual review payment will accumulate $401 in late fees every year on top of its standard fee, potentially over thousands of dollars in unnecessary expenditure across a five- or ten-year period.

The Hidden Trap: The Solvency Resolution

Of all the obligations triggered by the ASIC Annual Review, the solvency resolution is the one that most commonly catches companies unaware — including companies that have dutifully paid their annual review fee on time.

Under Section 347A of the Corporations Act 2001, the directors of an Australian company must pass a solvency resolution within two months of each annual review date. A solvency resolution is a formal resolution of the board of directors declaring that, in the directors' opinion, the company is solvent — meaning it is able to pay its debts as and when they fall due and payable.

The solvency resolution must be:

• Passed as a formal resolution of the directors (either at a board meeting or by written resolution, in accordance with the company's constitution)
• Recorded in the company's minute book or written resolutions register
• Retained in the company's records — ASIC can inspect solvency resolutions as part of a compliance audit

If the directors cannot form a positive solvency opinion — that is, if they believe the company may not be able to pay its debts — they must pass a negative solvency resolution and lodge it with ASIC using Form 485. Filing a negative solvency resolution triggers ASIC's supervision of the company's financial position and may lead to further inquiry. This is a separate and more serious compliance event than simply missing the deadline for a positive resolution.

The consequence of failing to pass a solvency resolution (positive or negative) within two months of the review date is that the company is in breach of Section 347A, regardless of whether the annual fee has been paid. The breach is a strict liability offence — it does not matter whether the directors were aware of the obligation or intended to comply. Every director of the company at the time of the breach is potentially personally liable for the breach, and ASIC can issue infringement notices and impose civil penalties.

For companies with Indian resident directors who may not be closely involved in day-to-day Australian compliance, the solvency resolution obligation is a particular risk. If your Australian subsidiary's Indian directors have not been passing formal annual solvency resolutions, your company may have been in ongoing breach of Section 347A for years.

Foreign Companies: Additional Compliance Obligations

A "registered foreign company" — an overseas company registered to carry on business in Australia under Part 5B.2 of the Corporations Act — has all the same annual review obligations as an Australian domestic company, plus additional obligations specific to its foreign company status.

Foreign companies registered in Australia must:

• Lodge financial statements with ASIC annually (unless exempt under the large/small company thresholds). These must be equivalent to the financial statements the company would lodge in its home country.
• Maintain a registered office in Australia — a physical address (not a PO Box) where service of legal documents can occur.
• Maintain a Local Agent — an Australian-resident individual or company who is responsible for Australian compliance obligations and accepts legal service on behalf of the foreign company.
• Notify ASIC of changes to the company's constitution, name, directors, or Local Agent within 21 days of the change.
• Display the company's foreign registration details (including country of origin and registration number) and ARBN on all Australian-facing documents and communications.

The annual review fee for registered foreign companies is higher than for domestic companies. For the 2025–2026 financial year, the review fee for a foreign company is $546. The late fee schedule is the same — $96 for up to one month late, $401 for more than one month late.

Why the Annual Review Calendar Is Your Most Important Compliance Tool

ASIC's review date is fixed as the anniversary of your company's registration date. This means every company has a unique review date, and the two-month payment window and two-month solvency resolution window both start from that specific date — not from a common financial year calendar.

Many companies confuse their ASIC review date with standard financial year deadlines (30 June or 31 December). This is a significant compliance risk. Your ASIC review date may fall in September, March, or any other month of the year depending on when your company was registered. If you do not know your company's ASIC review date, log in to the ASIC company register and look up your company — the annual review date is visible in the company's registered details.

Build the following dates into your compliance calendar immediately after confirming your review date:

• Review date: The trigger date for all annual review obligations. Note this in your calendar as a recurring annual event.
• Review date + 28 days: Deadline to notify ASIC of any changes to details that were incorrect in the Annual Company Statement.
• Review date + 2 months: Deadline to pass the solvency resolution AND pay the annual review fee. Both obligations are due on the same date.
• Review date + 3 months: If payment is not made by this date, the late fee escalates from $96 to $401.

Common Scenarios and Their Financial Consequences

Scenario 1 — Missed email notification: ASIC sends the Annual Company Statement to the email address registered for the company's ASIC account. If the company secretary has left, the email address has changed, or the statement goes to a junk folder, the company may miss the review entirely. Result: Annual fee + $401 late fee + potential solvency resolution breach. Prevention: maintain a dedicated, monitored compliance email address with ASIC and review it regularly.

Scenario 2 — Fee paid, resolution forgotten: The director pays the annual review fee promptly but forgets to pass the solvency resolution. Result: Annual review fee paid on time, no late fee — but the company is in breach of Section 347A. ASIC compliance audit or third-party due diligence (such as a potential investor or bank conducting company searches) may uncover the breach. Prevention: treat the solvency resolution as an item on the payment checklist — both must be completed on the same day.

Scenario 3 — Indian director not informed: An Australian subsidiary's Indian resident director is not aware of the annual review date or solvency resolution obligation. The Australian team assumes the Indian director is handling it; the Indian director assumes the Australian team is handling it. Result: breach of both obligations. Prevention: appoint a professional registered agent who takes ownership of both obligations.

Scenario 4 — Overseas address change not updated: The company's registered office address changes but the update is not lodged with ASIC within 28 days. ASIC's Annual Company Statement is sent to the old address. The company is unaware until the late fee is applied. Result: Annual fee + late fee + Form 484 late lodgement fee for the address change. Prevention: update ASIC immediately upon any address change, before the change takes effect.

How Professional Registered Agent Services Eliminate This Risk

A professional registered agent service — provided by a corporate services firm such as CorpArray — eliminates the risk of ASIC late fees through systematic deadline management. Rather than relying on the company's own directors to track a review date that may fall on any day of the year, a registered agent service takes over the following responsibilities:

• Receiving all ASIC correspondence, including the Annual Company Statement, directly to a monitored professional inbox
• Sending advance reminder notices to the company's directors at 60 days, 30 days, and 14 days before the payment deadline
• Preparing the solvency resolution documentation for director approval in advance of the deadline
• Processing the annual fee payment on behalf of the company (with pre-authorised payment arrangements)
• Reviewing the Annual Company Statement for accuracy and flagging any discrepancies
• Lodging correction notices with ASIC where required

For Indian-owned Australian subsidiaries and registered foreign companies — where the directors are often based in India and have limited bandwidth for Australian administrative matters — a professional registered agent service is not merely convenient but effectively essential for maintaining good standing with ASIC.

The Bigger Picture: Maintaining Good Standing

ASIC late fees are a financial nuisance, but their larger importance lies in what they signal about a company's compliance posture. A company with a history of late ASIC filings will face greater scrutiny during:

• Due diligence by investors, acquirers, or financing parties
• Bank account opening or credit facility applications
• Tender and procurement processes with government or corporate clients
• Visa and immigration applications that require evidence of a genuine, compliant business operation in Australia

Conversely, an unblemished ASIC compliance record is a low-cost but high-value indicator of a well-governed business. It signals to every party that conducts a company search that your business takes its obligations seriously — and that signal has tangible commercial value.