If you run a small proprietary company in Australia, you will meet two very different things with confusingly similar names: the ASIC annual review (sometimes called the annual company statement) and the annual report made up of financial statements and reports. Most small proprietary companies deal with the first each year and never lodge the second with ASIC. This guide separates the two, explains who each one applies to, and sets out what you should personally verify with ASIC or your adviser before you rely on anything here.
The one-line difference
The annual review is a register and fee obligation. It confirms the details ASIC holds about your company are correct and it carries your annual review fee invoice. The annual report is a reporting obligation under the financial reporting provisions of company law — it is a package of a financial report, a director's report and an auditor's report. Different triggers, different audiences, different consequences if ignored.
What the ASIC annual review actually is
Each year ASIC issues a company annual review statement. According to ASIC, you download your company annual review statement from ASIC, and it includes your annual invoice and payment details.
Practically, the review does two jobs:
- It bills you. The statement carries the annual review fee invoice and the payment information you need to settle it.
- It asks you to confirm or correct company records. Details such as registered office, principal place of business, officeholders and share structure are presented for you to check and update where needed.
Practical reading: this is why the annual review arrives whether or not your company traded, made a profit, employed anyone, or lodged anything else. It is attached to the registration, not to activity.
Verify directly with ASIC: the exact review date, the amount invoiced, and the due date sit on your own company's statement and may change. Confirm those in your ASIC account rather than relying on any secondary source, including this one.
What an annual report contains
For companies that do have to report, the obligation is described by ASIC as preparing and lodging three things each financial year:
- a financial report (the financial statements plus notes and the directors' declaration),
- a director's report, and
- an auditor's report.
Those three together are what people usually mean by "the annual report".
The term gets used more loosely elsewhere in Australian public administration. The Department of Finance's better practice guidance covers including financial statements in annual reports for Commonwealth reporting purposes, and subsection 97(5) of the Public Governance, Performance and Accountability Act 2013 requires the responsible Minister to table a Commonwealth company's annual report in Parliament as soon as practicable after receiving it (wholly-owned companies) or after the annual general meeting. That is a public-sector accountability regime, not an ASIC company obligation — but it is a common reason the phrase "annual report" feels familiar to people whose company will never produce one.
Who has to lodge financial reports with ASIC
This is the part that most affects small companies.
Large proprietary companies. ASIC states that 'large' proprietary companies are required to prepare and lodge the financial, director's and auditor's reports with ASIC each financial year. "Large" is a defined classification, not a vibe — the tests are set out in ASIC's own guidance and have been amended over time, so check the current definition on ASIC's lodgement of financial reports page rather than assuming.
Small proprietary companies. Small proprietary companies are generally not in that group. Treasury's Financial Reporting Taskforce factsheet notes that companies in the affected population are likely to have fewer 'users' of their public financial reports — for example, they may be tightly held companies with a small number of investors, who may already have access to financial information about the company. That reasoning is the backbone of why the reporting burden is not pushed onto small companies as a class.
Three carve-outs worth knowing about, each drawn from the source material:
- Foreign-controlled small proprietary companies. A condition described in the reporting framework is where the small proprietary company is foreign-controlled but the foreign company in control is registered with ASIC as a foreign company and lodges consolidated financial reports that include the activities of the Australian company for the period control exists. If that condition is satisfied, the Australian company is not left lodging its own reports to fill the gap. Practical reading: the relief depends on the foreign parent actually lodging consolidated reports covering your company — so verify the parent's status, not just its existence.
- Australian Financial Services licensees. An auditor's report is required for Australian Financial Services licensees. A licence is a separate obligation stream from your proprietary company size classification, and it can pull auditing requirements onto a company that is otherwise small.
- Entities that report to a market. ASIC guidance notes you don't have to lodge with ASIC if you lodge with ASX, NSX, TMX Australia Exchange or SSX, subject to conditions set out in that guidance. Verify with ASIC: read the actual conditions — this is not a general exemption, it is a routing rule about where the report goes.
Special purpose vs general purpose financial statements
If your company does cross into a reporting obligation, one more concept matters. The Australian Accounting Standards Board (AASB) is consulting on its approach to applying the IASB's Conceptual Framework, which will effect 'special purpose' financial statements for companies complying with the Australian Accounting Standards and lodging reports with ASIC.
Practical reading: the boundary between special purpose and general purpose financial statements has been an active reform area, and the wording changes have consequences for what your preparer produces. If you are close to a reporting threshold, raise this with your accountant early in the financial year rather than at lodgement time, so the statement basis is decided deliberately.
Comparison at a glance
| ASIC annual review | Annual report to ASIC | |
|---|---|---|
| Applies to | Registered companies each year | Reported as required for 'large' proprietary companies; also AFS licensees and market-reporting entities in specific circumstances |
| Purpose | Confirm register details, issue the annual invoice | Disclose financial position, director commentary and audit opinion |
| What you lodge/confirm | Company details via the review statement, plus payment | Financial report, director's report, auditor's report |
| Source of truth for dates and amounts | Your own ASIC annual review statement | ASIC's lodgement of financial reports guidance and the Corporations framework |
| Typical small proprietary company | Yes, every year | Usually no — with carve-outs above to be checked |
Checklist for directors of small proprietary companies
- Download your annual review statement from ASIC and note the invoice amount and due date shown on it.
- Check every detail on the statement against reality — directors, secretary, addresses, shareholders, share classes. Correct discrepancies through the review rather than leaving them to compound.
- Record the review date so reminders reach whoever actually signs off. Deregistration and penalties for non-payment are consequences within ASIC's administration, not matters of discretion for a publisher.
- Confirm your size classification annually. Growth can change whether you are large or small, and that changes your obligations.
- Review any AFS licence or foreign parent situation separately from size — both can add requirements that size classification alone does not explain.
- Keep accounts and records current even where nothing is lodged with ASIC. Non-lodgement is not the same as non-accountability; the ATO, your bank's covenants and your directors' duties all still operate.
Questions to put to ASIC or your adviser
- Is my company currently classified as small or large proprietary, and on which test?
- Does any foreign parent of mine lodge consolidated financial reports with ASIC covering my company?
- Do I hold, or am I applying for, an Australian Financial Services licence, and what audit obligations follow?
- If I do cross into reporting, should my financial statements be prepared on a general purpose or special purpose basis given the AASB's current consultation?
- Which, if any, of my obligations are handled through ASX or another market rather than ASIC?
Concrete next steps
Log in and download your current annual review statement from ASIC today; treat the date and amount printed there as authoritative. Then spend thirty minutes confirming your company classification and whether any exception — foreign control, AFS licence, market listing — applies to you. If it does, take the specific question to your accountant or company secretary with the ASIC lodgement page open, and get the answer in writing.
General information only
This article is general information for Australian readers and is not legal, tax, accounting or financial advice, and not advice about your particular company. The classifications, thresholds, fees and lodgement pathways described here change, and different rules apply depending on your structure, licence status and control arrangements. Verify current requirements with ASIC directly, and get advice from a registered company auditor, accountant or lawyer before acting. Nothing here should be read as a promise that any particular lodgement will be accepted, that any fee will apply, or that any outcome will follow.