ASIC Form 205 Sets Notification Requirements for Company Resolutions Under the Corporations Act

Key Takeaways

• ASIC's Form 205 is the mandatory notification a company must lodge after passing certain resolutions, including name changes, constitution amendments, company type changes, and winding up decisions.
• The document is a form and guide dated 1 March 2017, not a new rule, so no substantive change is being introduced.
• Compliance and company secretarial teams should confirm their lodgement processes, signatory authority, and fee and late-fee controls are sound.

Deep Dive

ASIC's Form 205 is the mandatory notification a company must lodge after passing certain resolutions, including name changes, constitution amendments, company type changes, and winding up decisions. The document is a form and guide dated 1 March 2017, not a new rule, so no substantive change is being introduced. Compliance and company secretarial teams should confirm their lodgement processes, signatory authority, and fee and late-fee controls are sound.

Form 205 is the vehicle for notifying ASIC of resolutions under Corporations Act 2001 sections 136(5), 157(2), 162(3), 461(2), 491(2), 506(1B), 507(11), and 510(1A), plus Corporations Regulations 2001 reg 1.0.12. It covers company name changes, alteration of constitution, conversion between company types (public/proprietary, limited/unlimited, no-liability, guarantee/shares), voluntary or court-ordered winding up, liquidator powers and arrangements, and binding arrangements with creditors. The content provided carries a 2026-09-16 date and a "Press Release" label, but the form itself is the 1 March 2017 version. Teams should verify with ASIC whether anything has changed before assuming this is a new requirement.

Key requirements: at least one resolution subject must be selected, and the date of the meeting and the resolution text (set out in the form or an annexure) must be provided. The form must be signed by a current officeholder (director or company secretary) or an external administrator, who certifies that the information is true and complete. For name changes, the company must state whether a name reservation exists and whether the proposed name is identical to a registered business name. If it is, the company must declare entitlement to that name under s147, supported by ABN or previous registration details. Annexures must meet formatting rules: A4 paper, company name and ACN/ARBN, consecutive page numbers, an identifying mark, the prescribed endorsement, and signature and date by the same signatory as the form.

Timelines and costs: the guide states a lodgement fee applies and that late fees apply if the form is lodged outside the lodgement period. It does not specify the period or fee amounts, which are published on ASIC's forms and fees page. A form is not considered lodged until ASIC receives it and accepts it as compliant with s1274(8). Receipts are issued only on request, so teams should request them where proof of lodgement matters.

Recommended actions: confirm the current lodgement deadline for each resolution type and build it into the corporate calendar. Maintain a signatory authority register and a checklist covering annexure endorsement, business name checks, and resolution evidence such as minutes and meeting dates. Retain acceptance evidence, and train staff to handle personal information correctly given that the form image becomes part of the public register. Risk impact is moderate: errors or delays can cause late fees, rejected lodgements, invalid or delayed effect of corporate changes, and inaccurate public records. Misstated certifications also create officeholder exposure.

Source: Australian Securities and Investments Commission