ASIC Form 485: Lodging a Solvency Statement

ASIC Form 485 tells ASIC that directors passed a negative solvency resolution or missed the two-month period for passing one. Paying the annual review fee late does not, by itself, require Form 485. Check when the directors actually resolved.

What Form 485 is for

ASIC’s official form name is Statement in relation to company solvency. It records either a negative resolution or the absence of a resolution within the statutory period.

A negative resolution means the directors consider there are reasonable grounds to believe the company cannot pay its debts when due. The directors pass that resolution before the company reports it. The other declaration reports that no resolution was passed within two months after the review date.

A timely positive resolution stays in the company’s records and does not require Form 485. The ASIC form and guide distinguish both reportable events.

For a company, the paper form’s signing capacities are director and company secretary. An appointed registered agent can lodge for the company. Being the lodging agent does not make the practice the directors deciding solvency. See the registered-agent guide for access and appointment.

When a Late Annual Review Brings It on

A late review requires you to check the resolution and the payment separately. ASIC sends an annual statement and review-fee invoice around the review date, usually the registration anniversary.

Sections 347A and 347B of the Corporations Act set the sequence.

1. Confirm the review date. Check whether the company lodged a financial report under Chapter 2M during the preceding 12 months. That exception removes the section 347A annual resolution requirement.
2. If the requirement applies, the directors must pass a solvency resolution within two months after the review date. Their majority opinion needs supporting evidence. Confirm the applicable period against ASIC’s Form 485 guidance before relying on it for the client’s review.
3. If they pass a negative resolution, lodge Form 485 within seven days after it passes.
4. When the two-month period ends without a resolution, lodge within the next seven days. Do not lodge this declaration before the period expires.

A positive resolution made after the period expires does not change the fact that the deadline was missed. Record the actual timing without backdating the resolution.

For example, a hypothetical company passes a positive resolution six weeks after its review date but pays the fee late. The late payment attracts a payment fee, while the timely resolution does not trigger Form 485.

If the review fee was paid late, settle the annual review fee and applicable late-payment fee separately. A late Form 485 can also attract a late-lodgement fee. The ASIC fees guide covers payment obligations.

ASIC’s public company register shows the next review date and a list of lodged documents. A bank or tender panel can examine that history. A company’s registered status does not demonstrate that directors passed the required resolution. Keep evidence of the resolution and any remedial lodgement available for questions about an outstanding obligation.

Completing and Lodging It

Complete Form 485 from the company’s records and the directors’ confirmed decision. ASIC accepts online lodgement through the registered-agent portal and a completed paper form by post.

1. Enter the company name and ACN or ABN as the form requires. Add the lodgement contact details and registered-agent number where applicable.
2. Select the event being reported. For a negative resolution, enter the resolution date. For a missed resolution, enter the company review date.
3. Obtain the current officeholder’s approval and required signature. The paper form asks for the signer’s name, capacity and signing date.
4. Lodge through the appointed agent’s portal access, or send the signed paper form to the address on ASIC’s form page. Allow delivery time for paper lodgement.
5. Confirm ASIC received and accepted the document. Retain the lodged copy and acknowledgement, and file the signed directors’ resolution with the company’s minutes when a resolution exists.

ASIC lists no ordinary lodgement fee for Form 485. Late fees distinguish lodgements up to one month late from those more than one month late. ASIC’s late-fee rules treat a document as lodged when ASIC receives and accepts it.

If the details disagree with the company’s records, resolve the mismatch before the officeholder signs. Changes to company details use the Form 484 procedure.

What the Agent Does for a Client That Has Fallen Behind

Start with the review history when you take over a company client. Compare a ASIC company extract and lodged-document list with the annual statements, account balance and company minutes. Look for unpaid invoices, missing resolutions, previous Form 485 lodgements and any ASIC correspondence requiring action.

Before signing, ask the directors whether a resolution was passed, when it passed and what the majority decided. Request the minutes and the financial evidence they used. Ask about overdue creditors and whether available cash and expected receipts support paying debts when due.

The directors form the solvency opinion. Your practice records their answers and prepares the correct notice. If the directors cannot establish their position, arrange advice about the company’s circumstances before treating it as a positive resolution.

Keep a file note identifying the directors contacted, questions asked, answers received and documents examined. Record the review date, resolution timing and the reason for the selected Form 485 declaration. Keep any remaining action with its responsible person.

Add the review date and resolution deadline to the client diary. Agree who receives the annual statement, who follows up the directors and who pays the fee. Close the review only when the company’s details are checked, payment is confirmed and the resolution or required notice is recorded.