Your company's constitution if you have one may set out a director's powers and functions.
Financial Conduct Authority
You should only agree to be a director if you understand your responsibilities and are willing to carry them out. Be cautious of someone who offers to make you a director or secretary on the promise that 'you won't have to do anything'. You could be exposing yourself to legal liabilities. If you have been convicted of an offence committed against the corporation's interests, under the Corporations Act or for an offence involving dishonesty, you cannot manage a company or be an officeholder within five years of your conviction.
Similarly, if you have been imprisoned for an offence as mentioned above, you cannot manage a company within five years after your release from prison. If you are a current officeholder and you have been convicted of an offence or are declared bankrupt, you are automatically disqualified.
Your company must notify ASIC that you're no longer an officeholder.
For more information, see Bankruptcy and personal insolvency agreements. In some cases, ASIC may also disqualify a person from being a company officeholder. Courts can impose heavy fines for breaches of the Corporations Act and even have the ability to send officeholders to prison. As the corporate regulator, we investigate companies and directors for any potential corporate crimes. If you suspect an officeholder of dishonest conduct, you can report them to us. This ensures that accurate financial statements can be prepared and audited if necessary and the company can comply with taxation law.
For more information about what financial records you might need to keep, see What books and records should my company keep?
You must display your company name at every location where you carry on business and are open to the public. Public companies must also display their company name and the words 'Registered Office' prominently at the location of their registered office. This includes things like:. You must hold a copy of any relevant financial records for at least seven years after they were created.
Each year, we'll send your company an annual statement and invoice a few days after the company's review date usually the anniversary of the company's registration date. A solvency resolution is a resolution by the directors that the company can pay its debts if and when they fall due. It should be made within two months after the annual review date. A 'positive' solvency resolution means that in the directors' opinion, the company can pay its debts when due. You do not have to lodge a positive solvency resolution with ASIC, but you must keep it with your company's records.
A 'negative' solvency resolution means that in the directors' opinion, the company may not be able to pay its debts when they fall due. The directors must have a reasonable basis for their opinion and the resolution must be passed by a majority. You must also lodge a Form if the directors don't pass a solvency resolution within two months of the annual review date.
If you've registered for online access, we'll send a reminder by email. Otherwise, we'll mail the annual statement to another address.
Fees will apply if you pay after the due date. See ' Annual statements ' for more information about where we'll send your statement and what you need to do. Your company must be able to pay all its debts when they become due and payable. If not, then the company is considered to be 'insolvent'. Trading while insolvent is a criminal offence. If your company is in financial difficulty, seek immediate advice from an insolvency professional. They'll be able to assess your particular situation and recommend a course of action. Don't assume that you'll be able to 'trade out' of the problem. Any delay could cause further issues for you and your company.
If you don't need your company anymore, you should consider closing it. This means the company ceases to exists and removes you from your obligations as an officeholder for example: keeping your details up to date.
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For more information about closing your company and the options available, see 'Deregistration'. Proprietary companies are not allowed to raise funds from the general public by selling shares, unless the fundraising does not require a disclosure document. For more information about shares, see 'Shares'.
It's always important to know who you're dealing with.
Sipa cross registration
You can check a company's registration status by searching ASIC's registers. You should also read Dealing with businesses and companies: How to avoid being swindled for tips. Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance. View all registers.
Your company and the law What books and records should my company keep? Do you need to lodge financial reports with ASIC? Is your company in financial difficulty? Importance of sole company directors or shareholders having a will Corporate compliance Whistleblowers-company officeholder obligations Duties of directors of mutual companies. You are here: Home For business Running a company Company officeholder duties Your company and the law.
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