Company Compliance Checklist: Annual Obligations

Overview

As a company director, you have legal obligations to keep the company compliant. Missing deadlines can result in penalties, fines, and personal liability. This checklist covers the main requirements.

Throughout the Year

Monthly/Quarterly Tasks

Cash Flow & Finances

• Reconcile bank accounts
• Review financial statements
• Check tax withholding calculations
• Monitor cash position
• Track GST/BAS obligations

Operational Compliance

• Keep minute books updated
• Record board decisions
• Maintain register of members/shareholders
• Keep share certificates updated
• Update company records as needed

Statutory Obligations

• Pay wages on time
• Make superannuation contributions
• Lodge PAYG withholding returns (quarterly)
• Report to Fair Work Ombudsman (if required)
• Maintain insurance policies

Ongoing Compliance

Directors’ Duties (continuous)

• Act in good faith for proper purpose
• Act honestly and fairly
• Use care and diligence
• Avoid conflicts of interest
• Keep financial records
• Not trade whilst insolvent
• Don’t use position improperly
• Don’t misuse information

Register Updates (as events occur)

• Directors changes → ASIC within 28 days
• Company secretary changes → ASIC within 28 days
• Share transfers → Update register, issue new cert
• Dividend declarations → Record in minute book
• Address changes → Update ASIC within 28 days
• Constitution amendments → Notify ASIC

Annual Calendar (By Month)

January

• Review financial position
• Plan accounting/tax arrangements
• Update director contact details if needed
• Confirm insurance policies in place

February

• GST/BAS returns due (if registered)
• PAYG withholding returns (quarterly)
• Monthly/quarterly reporting

March

• Continue regular compliance
• Superannuation contributions current?
• Wages and tax withholding up to date?

April

• GST/BAS returns due (if registered)
• PAYG withholding returns (quarterly)
• Final quarter before financial year-end
• Start planning financial statements

May

• Review accounting records
• Prepare for financial year-end
• Ensure all transactions recorded
• Final compliance checks

June

• FINANCIAL YEAR-END (June 30)
• GST/BAS returns due (if registered)
• PAYG withholding returns (quarterly)
• Year-end accounting close-off
• Calculate directors’ fees
• Calculate executive bonuses
• Final superannuation contributions
• Employee entitlements review

July (Critical Month)

• Hold Annual General Meeting (AGM) within 5 months of FYE
• Lodge Annual Return to ASIC due October 31
• File financial statements due Sept 30 (usually)
• Lodge tax return due Oct 31
• Minute book updated from AGM

August

• Continue compliance
• Tax planning for new FY
• Insurance renewal planning

September

• Financial statements lodgement deadline
• GST/BAS returns due (if registered)
• PAYG withholding returns (quarterly)
• Annual tax return deadline approaching

October

• CRITICAL: Annual Return to ASIC (due Oct 31)
• CRITICAL: Tax return lodgement (due Oct 31)
• Document updates with ASIC
• Tax return lodging with ATO

November

• GST/BAS returns due (if registered)
• PAYG withholding returns (quarterly)
• Financial planning for next FY
• Budget planning

December

• Year-end compliance review
• Plan for next year’s obligations
• Holiday period — ensure key contacts accessible

Key Deadline Summary

Task	Deadline	Consequence of Missing
Annual Return to ASIC	31 Oct (5 months after FYE)	Penalty: $850+, company may be deregistered
Tax Return	31 Oct (or 31 May if using agent)	Penalty: 10-25% of tax owing, interest accrues
Financial Statements	31 Sept	Public company: can’t trade, penalties apply
AGM	Within 5 months of FYE	Not meeting this can affect shareholder rights
GST/BAS	Monthly or quarterly	Penalties, interest, director liability possible
PAYG Withholding	Quarterly	Penalties, prosecution, personal liability
Superannuation	Monthly (or agreed schedule)	Penalties 200% + interest, personal liability
Director Changes	Within 28 days to ASIC	Penalties, potential personal liability
Address Changes	Within 28 days to ASIC	Penalties, legal notices may not reach you

Financial Statements Compliance

What Must Be Included

Small/Medium Companies:

• Statement of financial position (balance sheet)
• Statement of profit or loss (income statement)
• Statement of changes in equity
• Statement of cash flows
• Notes to financial statements
• Directors’ declaration
• Audit report (if required)

Timing

• Directors prepare within 4 months of FYE
• Lodge with ASIC by Sept 30
• File tax return with ATO by Oct 31
• Table at AGM
• Keep for 7 years

Tax Obligations

GST Registration

• Register if turnover exceeds $75,000
• Optional if under $75,000
• Monthly/quarterly returns required
• GST collected must be held in trust

PAYG Withholding

• Must withhold tax from employee wages
• Quarterly return to ATO
• Remit withheld amount by due date
• Annual reconciliation on employee PAYG summaries

Company Tax Return

• Calculate taxable income
• File by Oct 31
• Pay tax by balance date
• Claim deductions for all allowable expenses

Superannuation

• Minimum employer contribution (11.5% of ordinary time earnings as of 2024)
• Monthly or at least quarterly
• To complying superannuation fund
• No choice — mandatory by law

ASIC Reporting

Annual Return (CRITICAL)

Filed by October 31 each year:

• Directors: names, dates of birth, addresses
• Company secretary: details
• Registered office address
• Share capital details
• Shareholders (if proprietary company)
• Certification: truthful and correct

Cost: Free online, $220 if filed late

Consequences of not filing:

• Penalties: $850 per director
• Company may be deregistered
• Directors can be disqualified
• Legal notices may not reach company

Other ASIC Lodgements

• Director/secretary changes (within 28 days)
• Address changes (within 28 days)
• Constitution amendments (if any)
• Share transfers (update internal register)
• Financial statements (by Sept 30)

Directors’ Duties Compliance

Duty to Act Honestly and Fairly

• Act in good faith
• Act for proper purpose
• Not use position improperly
• Not use information improperly

Duty of Care and Diligence

• Attend board meetings
• Understand company finances
• Understand company’s main risks
• Monitor compliance
• Seek professional advice if unsure

Financial Recording

• Keep accurate financial records
• Reconcile accounts regularly
• Maintain books and records for 7 years
• Available for inspection by ATO/ASIC

Avoid Conflicts of Interest

• Disclose conflicts at board meetings
• Record in minute book
• Don’t vote on conflicted matters
• Document decision-making

Insolency Obligations

• Monitor company solvency
• Know if company can pay debts
• Cease trading if insolvent (with exceptions)
• Seek professional advice if in doubt
• Personal liability if trade whilst insolvent

Documents to Maintain

Keep these for at least 7 years:

• Minute books (board and shareholder meetings)
• Share registers
• Directors’ register
• Contracts and agreements
• Financial statements and records
• Tax documentation
• Correspondence with regulators
• Insurance policies
• Employment contracts
• ASIC filings

Risk Areas — Common Mistakes

Missing Annual Return deadline:

• Most common violation
• ASIC actively deregisters companies
• Expensive to restore

Not holding AGM:

• Shareholders lose voting rights
• Required by law (unless small proprietary company)
• Can be done by proxy if needed

Poor financial records:

• Tax office audits common
• Penalties for inaccurate records
• Can’t support tax deductions without records

Directors not understanding duties:

• Personal liability possible
• Insolency trading is serious breach
• Can result in bans from directorship

Not paying superannuation:

• Superannuation Guarantee charges heavy
• Personal liability for directors possible
• Employee may pursue personally

GST not handled properly:

• GST collected must be held in trust
• Misusing GST funds is serious
• Can result in prosecution

Where to Get Help

Accountant:

• Prepare financial statements
• Ensure compliance deadlines met
• Optimize tax position
• Cost: $300-800/year for basic compliance

Lawyer:

• Directors’ duties advice
• Minute book and documentation
• Shareholder agreements
• Cost: $200-400/hour for specific queries

ASIC/ATO Resources:

• Free online information
• Lodging guides
• ASIC portal for online filings
• myGovID for online access

Compliance Checklist Summary

Every month:

• Bank reconciliation
• GST/PAYG tracking
• Superannuation contributions
• Financial reports

Every quarter:

• PAYG withholding return
• GST/BAS return (if registered)

Annually (by Oct 31):

• Annual Return to ASIC
• Tax return to ATO
• Financial statements filed
• AGM held

Ongoing:

• Director/secretary changes registered
• Address changes updated
• Minute book maintained
• Financial records kept
• Insurance current
• Duties as director understood

Key Takeaway

Company compliance is mandatory — not optional. The main deadlines are ASIC Annual Return and tax return (both Oct 31) and AGM (within 5 months of FYE). Missing these attracts penalties and can result in deregistration or prosecution. Use professional help if overwhelmed.

Further Reading

• ASIC: www.asic.gov.au (guide to company obligations)
• ATO: www.ato.gov.au (tax obligations)
• Fair Work Ombudsman: www.fairwork.gov.au (employment obligations)
• Australian Shareholders Association: Resources for directors