Australia Company Registration and ASIC Compliance
A practical guide to registering an Australian Pty Ltd company with ASIC, then meeting the ongoing Annual Review, company tax, and GST registration obligations that keep it compliant.
- Company registration runs through ASIC, not a separate companies office: every director needs a Director Identification Number before the application is lodged, and the standard Pty Ltd registration fee is $636 (from 1 July 2026), with the ACN typically issued within 24 hours.
- The ASIC Annual Review is a yearly, not one-time, obligation: the $342 fee (Pty Ltd, from 1 July 2026) is due within two months of the review date, and directors must pass a solvency resolution each year — separate from lodging Corporation Tax.
- Company tax runs on a two-tier system: Base Rate Entities pay 25%, all other companies pay 30% — qualifying depends on an aggregated turnover test (under $50 million) and a passive income test (no more than 80% of assessable income from passive sources), reassessed every year.
- Australia does not yet have a general public beneficial ownership register for private companies — Tranche 2 AML reforms (effective 1 July 2026) require regulated service providers to identify 25%+ beneficial owners of their clients, and a Commonwealth-wide register for unlisted companies is still in development, not yet law.
Scope & Objective
This guide covers the practical mechanics of registering and staying compliant as a company in Australia: the ASIC registration process for a proprietary limited (Pty Ltd) company, the annual review obligations that follow every year after incorporation, and the company tax and GST registration rules that apply once the company is trading. It is written for founders and finance teams who need to know not just what the rules say, but which of them are the most commonly misapplied in practice.
Registering Your Company with ASIC
Australian companies are registered with the Australian Securities and Investments Commission (ASIC), not a separate incorporation authority. The standard structure for a privately held business is a proprietary limited company — its legal name must end in “Proprietary Limited” or “Pty Ltd.” Before an application can be lodged, every proposed director must hold a Director Identification Number (Director ID), obtained individually through the Australian Business Registry Services; applications missing a Director ID are rejected outright.
Once Director IDs are in hand, registration follows a defined sequence: search ASIC’s registers to confirm the company name is available, define the share structure and appoint officeholders, nominate a registered office and principal place of business — a physical Australian street address, since a P.O. Box is not accepted — and lodge Form 201 with the registration fee. ASIC typically issues the Australian Company Number (ACN) within 24 hours of a correctly lodged application. The ACN then becomes the basis for the next step: applying for an Australian Business Number (ABN) and Tax File Number (TFN) through the Australian Business Register and the Australian Taxation Office, both of which are required before the company can invoice, register for GST, or open a business bank account.
The ASIC Annual Review: A Recurring, Not One-Time, Obligation
Registering a company is only the first compliance event — ASIC requires every company to complete an Annual Review each year on the anniversary of its registration date, with ASIC issuing the annual statement roughly two weeks ahead of that date. The Annual Review fee for a standard proprietary company is $342 (from 1 July 2026), due within two months of the review date. As part of this process, directors must formally pass a resolution confirming the company is able to pay its debts as and when they fall due — a solvency resolution, not merely a fee payment — and the company must confirm or correct its registered office, director details, share structure, and member details.
Missing the two-month payment window triggers a late fee of $102 if paid within one month of the deadline, rising to $428 if paid more than one month late (both figures effective from 1 July 2026), and these late fees are cumulative across separate compliance breaches. Critically, routine changes to company details — a new director, a change of registered office, an altered share structure — must be lodged with ASIC within 28 days of the change itself; a business cannot simply wait and report them at the next Annual Review.
Company Tax and GST Registration
Australian company tax runs on a two-tier rate structure. A Base Rate Entity (BRE) pays 25% company tax; every other company pays the standard 30% rate. Qualifying as a BRE requires meeting two tests simultaneously: aggregated turnover must be under $50 million, and no more than 80% of the company’s assessable income can come from passive sources — dividends, interest, rent, royalties, capital gains, and trust or partnership distributions all count as passive income for this test. BRE status is not permanent; it is reassessed every income year, so a company that qualified last year can lose the concessional 25% rate this year if its income mix shifts.
Separately, GST registration becomes mandatory once a business’s GST turnover reaches — or is expected to reach — $75,000 in a 12-month period ($150,000 for not-for-profit organisations). A business must register within 21 days of crossing or expecting to cross that threshold. Missing this window is expensive: the Australian Taxation Office can backdate the registration to the date the threshold should have been crossed, meaning GST becomes payable on all sales made since that date — even sales where GST was never charged to the customer — on top of which penalties and interest can apply.
Australia does not yet require every private company to file into a public beneficial ownership register the way the UK or UAE do. What exists today is narrower: ASIC’s substantial holding disclosure rules apply only to entities listed on an Australian financial market, and Tranche 2 AML/CTF reforms — effective 1 July 2026 — only require regulated service providers such as lawyers, accountants, and trust and company service providers to identify the 25%+ beneficial owners of the clients they serve. A Commonwealth-wide public register covering unlisted companies generally is still in development, not yet law — treating it as already mandatory is a common and avoidable mistake.
Common Australian Company Registration and Compliance Mistakes
- Lodging a registration application before every director has a Director ID — ASIC rejects applications missing this, delaying registration by however long the Director ID application itself takes.
- Treating the ASIC Annual Review as a simple bill rather than a compliance event that also requires a formal director solvency resolution and a review of registered company details.
- Waiting until the Annual Review to report changes in directors, registered office, or share structure — these must be lodged within 28 days of the change, independent of the annual cycle.
- Assuming Base Rate Entity status is permanent once granted — both the turnover and passive income tests are reassessed every income year, and a company can lose the 25% rate without any change in its business activities.
- Believing Australia already operates a public beneficial ownership register for all companies — as of the 1 July 2026 Tranche 2 AML reforms, that obligation only applies to regulated service providers identifying their clients’ owners, not to companies filing directly into a public register.
Registering an Australian Company or Staying ASIC Compliant?
Need expert help with ASIC company registration, Annual Review compliance, or company tax and GST setup in Australia? Contact our Corporate Compliance & Registration team today.