Compliance & Company Law Essentials for Accountants

Starting a company in Australia involves much more than choosing a business name or designing a logo. Beneath the surface lies a web of legal and compliance responsibilities—ones that accountants must expertly guide their clients through from day one.

From choosing the right structure to staying on top of ASIC obligations, here’s a streamlined guide to company setup, governance, and ongoing compliance.

Getting Started: Structure & Registration

Most small businesses in Australia operate as a proprietary limited company (“Pty Ltd”), but selecting the right legal structure is essential to avoid costly mistakes. Accountants are key in helping clients make that choice, ensuring their company is structured appropriately—whether that’s a trust, partnership, or Pty Ltd.

It’s also vital to check company name availability with ASIC and ensure there’s no conflict with registered trademarks. Once the name is confirmed, the next steps include registering with ASIC, issuing shares, and appointing directors and shareholders. These aren’t just formalities—they’re legal steps that need to be done correctly to avoid invalid ownership or non-compliance later.

Governance: Replaceable Rules or Constitution?

Under the Corporations Act, every company must adopt either the default “replaceable rules” or a formal constitution. The replaceable rules are fine for simple structures with one or two owners, but companies with multiple shareholders, varied share classes, or special control provisions generally need a custom constitution.

A constitution acts like a contract between the company and its members, outlining how decisions are made, shares are transferred, and director powers are managed. It becomes especially valuable when disputes arise—as seen in cases where growing family businesses avoid internal conflict by adopting first refusal clauses and voting thresholds in their constitutions.

Registers: Keeping Legal Records Up to Date

Company registers aren’t just admin—they’re legal documents. Businesses must maintain accurate and up-to-date registers of members (shareholders), officeholders, share movements, and their constitution (if applicable). These records are critical, as courts view the register of members as the final word on share ownership.

Failure to keep registers updated can lead to major problems. For example, unrecorded share transfers may invalidate ownership, leaving shareholders without legal rights to dividends or decision-making.

Staying Compliant: ASIC Notifications & Annual Reviews

Compliance doesn’t end after registration. Each year, companies must review their details via ASIC’s Annual Statement, pass a solvency resolution, and pay the annual review fee within two months. Missing deadlines can trigger late fees or even deregistration.

Accountants should be familiar with key ASIC forms like:

  • Form 484 (changes to directors, shareholders, or addresses)

  • Form 370 (resignations)

  • Form 205/205A (name changes)

  • Form 6010 (voluntary deregistration)

Staying ahead of these obligations avoids unnecessary costs and protects the business’s legal standing.

Why Minutes Matter

Every decision—whether made by a full board or a sole director—must be properly recorded. Minutes of meetings, written resolutions, and member decisions must be signed and stored securely. Failing to document important decisions (like issuing shares or approving loans) can lead to legal disputes or render actions invalid.

When Things Go Wrong: Real Examples

A trust transferred shares to a sibling, but the company failed to update its share register. When dividends were issued, the sibling missed out—legally, they weren’t recognized as a shareholder.

A small firm ignored ASIC’s annual review emails due to outdated contact info. It was deregistered, and the business had to be re-formed, losing years of historical records.

A director verbally promised shares to an investor but never followed through with board minutes or register updates. When the investor tried to enforce their rights, there was no legal proof.

Digital Compliance: A Smarter Way Forward

Managing company records manually is inefficient and error-prone. Many firms now rely on digital platforms that sync directly with ASIC, helping automate annual reviews, generate pre-filled forms, and keep company registers current.

These tools offer serious benefits: real-time accuracy, standardized templates for resolutions and minutes, secure digital signing, and built-in audit trails. For accountants managing multiple entities, automation isn’t just helpful—it’s critical.

Take Action: Make Compliance a Strength, Not a Stress

Compliance protects your clients, their businesses, and your own practice. Now is the time to:

  • Review client constitutions and governance documents

  • Audit statutory registers for accuracy

  • Set up calendars for annual review and ASIC form deadlines

  • Train your team on company law and lodgement protocols

  • Implement technology that reduces errors and simplifies workflows

Many accountants are now turning to http://CompanyChanges.com.au to streamline ASIC compliance. With real-time data syncing, auto-updated registers, annual review alerts, and secure document storage, it’s a complete compliance solution for busy practices.

For firms managing multiple entities, it doesn’t just save time—it provides peace of mind.

Stay ahead. Stay compliant.

Smart compliance isn’t a burden—it’s a professional advantage.

General advice disclaimer General Advice warning: the information in this article is general in nature, it is not advice specific to your needs. If you want to act upon the information in this article then you should seek advice from a qualified professional. VJC and VJC WM accepts no liability to any party for acting from this information unless they have sought advice in a formal engagement for this purpose