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The filings that expire quietly
Company secretarial work fails in a specific way: nothing goes wrong on the day, and the problem surfaces years later when a bank asks for a status report before a loan, or a buyer's lawyer runs a search during due diligence and finds a company whose record stopped being maintained.
The filings below are the ones that most often lie dormant.
Annual returns
Every company files an annual return with the Corporate Affairs Commission, made up to the anniversary of incorporation, together with the prescribed fee. Late filing attracts a penalty that rises with the delay, and the return cannot be brought current without paying it. Crucially, a company that has not filed its returns can be struck off the register — and a struck-off company cannot sue, defend a claim, or hold property in its own name until it is restored.
Changes of directors and secretaries
A change of director or secretary must be notified within the period set by the Companies and Allied Matters Act, with the prescribed form and the consent of the incoming officer. This is the filing most often missed, because the board resolution is passed and minuted and everyone assumes the registry has been told. It has not. Where the change is not filed, the register still shows the old officer, and third parties are entitled to rely on the register.
Share transfers and allotments
A transfer of shares is recorded in the company's own register of members and stamped, with the stamp duty assessed on the consideration. An allotment of new shares requires the directors' resolution, the return of allotment, and the updating of the register. The company's register is the primary record, but the filed return is what anyone outside the company will see.
The statutory book
The register of members, register of directors and secretaries, register of charges, and minute book must be kept at the registered office or the place the company notifies. They must be available for inspection by members, and the company must be able to produce them as a set. A statutory book assembled after the fact from memory is one of the more expensive documents to reconstruct.
A company's record at the registry is the version of the company that everyone else deals with.
A practical routine
- Put the annual return date in a calendar with a reminder four weeks ahead, not on the day.
- File every officer change within days of the resolution, and keep the acknowledgement with the minute.
- Stamp and record every share transfer as it happens; do not batch them to the year end.
- Once a year, order a status report from the registry and check it against your own registers. Differences are cheapest to fix when they are found by you.
This note is general information, not legal advice. It does not create a solicitor–client relationship and it may not reflect the law as it stands when you read it. For a matter of your own, send an enquiry.